Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 $0.0001 per share | |
Trading Symbol | RNXT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,693,580 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,226 | $ 4,391 |
Short-term marketable securities | 2,049 | |
Prepaid expenses and other current assets | 252 | 825 |
Deferred offering costs | 41 | |
Total assets | 3,519 | 7,265 |
Current liabilities: | ||
Accounts payable | 350 | 534 |
Accrued expenses | 1,255 | 568 |
Total current liabilities | 1,605 | 1,102 |
Common warrant liability | 1,908 | |
Total liabilities | 3,513 | 1,102 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Convertible preferred stock, $0.0001 par value; 15,000,000 shares authorized as of September 30, 2023, and December 31, 2022, respectively; no shares issued and outstanding at September 30, 2023, and December 31, 2022 | ||
Common stock, $0.0001 par value, 250,000,000 shares authorized at September 30, 2023, and December 31, 2022; 10,693,080 and 9,097,701 shares issued and outstanding as of September 30, 2023, and December 31, 2022, respectively | 1 | 1 |
Additional paid-in capital | 38,183 | 37,318 |
Accumulated other comprehensive income | 17 | |
Accumulated deficit | (38,178) | (31,173) |
Total stockholders’ equity | 6 | 6,163 |
Total liabilities and stockholders’ equity | $ 3,519 | $ 7,265 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 10,693,080 | 9,097,701 |
Common stock, shares outstanding | 10,693,080 | 9,097,701 |
Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 1,629,000 | $ 846,000 | $ 4,892,000 | $ 3,525,000 |
General and administrative | 1,354,000 | 1,315,000 | 4,727,000 | 4,255,000 |
Total operating expenses | 2,983,000 | 2,161,000 | 9,619,000 | 7,780,000 |
Loss from operations | (2,983,000) | (2,161,000) | (9,619,000) | (7,780,000) |
Other income/(expenses), net: | ||||
Interest and dividend income | 43,000 | 22,000 | 97,000 | 43,000 |
Other income, net | 3,000 | 4,000 | ||
Change in fair value of common warrant liability | 1,519,000 | 3,092,000 | ||
Transaction costs allocated to common warrant liability | (575,000) | |||
Total other income/(expenses), net | 1,562,000 | 25,000 | 2,614,000 | 47,000 |
Net loss | (1,421,000) | (2,136,000) | (7,005,000) | (7,733,000) |
Other comprehensive loss: | ||||
Unrealized gain on marketable securities | 17,000 | 13,000 | ||
Comprehensive loss | $ (1,421,000) | $ (2,119,000) | $ (7,005,000) | $ (7,720,000) |
Net loss per share, basic | $ (0.13) | $ (0.24) | $ (0.69) | $ (0.86) |
Net loss per share, diluted | $ (0.13) | $ (0.24) | $ (0.69) | $ (0.86) |
Weighted-average shares of common stock outstanding, basic | 10,693,080 | 9,067,509 | 10,154,914 | 9,039,308 |
Weighted-average shares of common stock outstanding, diluted | 10,693,080 | 9,067,509 | 10,154,914 | 9,039,308 |
Condensed Statements of Convert
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Preferred Stock [Member] Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance, value at Dec. 31, 2021 | $ 1 | $ 36,632 | $ (21,284) | $ 15,349 | ||
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 | |||||
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) | ||||
Balance, value at Mar. 31, 2022 | $ 1 | 36,826 | (24,287) | 12,540 | ||
Balance, shares at Mar. 31, 2022 | 9,029,305 | |||||
Balance, value at Dec. 31, 2021 | $ 1 | 36,632 | (21,284) | 15,349 | ||
Balance, shares at Dec. 31, 2021 | 8,933,989 | |||||
Net loss | (7,733) | |||||
Balance, value at Sep. 30, 2022 | $ 1 | 37,151 | 13 | (29,017) | 8,148 | |
Balance, shares at Sep. 30, 2022 | 9,072,263 | |||||
Balance, value at Mar. 31, 2022 | $ 1 | 36,826 | (24,287) | 12,540 | ||
Balance, shares at Mar. 31, 2022 | 9,029,305 | |||||
Issuance of common stock upon exercise of stock options | 9 | 9 | ||||
Issuance of common stock upon exercise of stock options, shares | 37,558 | |||||
Stock-based compensation expense | 169 | 169 | ||||
Other comprehensive loss | (4) | (4) | ||||
Net loss | (2,594) | (2,594) | ||||
Balance, value at Jun. 30, 2022 | $ 1 | 37,004 | (4) | (26,881) | 10,120 | |
Balance, shares at Jun. 30, 2022 | 9,066,863 | |||||
Issuance of common stock upon exercise of stock options | 4 | 4 | ||||
Issuance of common stock upon exercise of stock options, shares | 5,400 | |||||
Stock-based compensation expense | 143 | 143 | ||||
Other comprehensive loss | 17 | 17 | ||||
Net loss | (2,136) | (2,136) | ||||
Balance, value at Sep. 30, 2022 | $ 1 | 37,151 | 13 | (29,017) | 8,148 | |
Balance, shares at Sep. 30, 2022 | 9,072,263 | |||||
Balance, value at Dec. 31, 2022 | $ 1 | 37,318 | 17 | (31,173) | 6,163 | |
Balance, shares at Dec. 31, 2022 | 9,097,701 | |||||
Issuance of common stock upon exercise of stock options | 6 | 6 | ||||
Issuance of common stock upon exercise of stock options, shares | 3,547 | |||||
Issuance of restricted stock awards | 117 | 117 | ||||
Issuance of restricted stock awards, shares | 30,000 | |||||
Stock-based compensation expense | 244 | 244 | ||||
Other comprehensive loss | (17) | (17) | ||||
Net loss | (3,257) | (3,257) | ||||
Balance, value at Mar. 31, 2023 | $ 1 | 37,685 | (34,430) | 3,256 | ||
Balance, shares at Mar. 31, 2023 | 9,131,248 | |||||
Balance, value at Dec. 31, 2022 | $ 1 | 37,318 | 17 | (31,173) | $ 6,163 | |
Balance, shares at Dec. 31, 2022 | 9,097,701 | |||||
Issuance of common stock upon exercise of stock options, shares | 7,747 | |||||
Net loss | $ (7,005) | |||||
Balance, value at Sep. 30, 2023 | $ 1 | 38,183 | (38,178) | 6 | ||
Balance, shares at Sep. 30, 2023 | 10,693,080 | |||||
Balance, value at Mar. 31, 2023 | $ 1 | 37,685 | (34,430) | 3,256 | ||
Balance, shares at Mar. 31, 2023 | 9,131,248 | |||||
Issuance of common stock upon exercise of stock options | 2 | 2 | ||||
Issuance of common stock upon exercise of stock options, shares | 4,200 | |||||
Stock-based compensation expense | 257 | 257 | ||||
Net loss | (2,327) | (2,327) | ||||
Issuance of common stock upon the registered direct offering | ||||||
Issuance of common stock upon the registered direct offering, shares | 1,000,000 | |||||
Issuance and exercise of pre-funded common warrants upon the registered direct offering | ||||||
Issuance and exercise of pre-funded common warrants upon the registered direct offering, shares | 557,632 | |||||
Balance, value at Jun. 30, 2023 | $ 1 | 37,944 | (36,757) | 1,188 | ||
Balance, shares at Jun. 30, 2023 | 10,693,080 | |||||
Stock-based compensation expense | 239 | 239 | ||||
Net loss | (1,421) | (1,421) | ||||
Balance, value at Sep. 30, 2023 | $ 1 | $ 38,183 | $ (38,178) | $ 6 | ||
Balance, shares at Sep. 30, 2023 | 10,693,080 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating activities: | ||
Net loss | $ (7,005) | $ (7,733) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 857 | 480 |
Amortization on leasehold improvement | 6 | |
Unrealized gain on change in fair value of common warrants classified as a liability | (3,485) | |
Loss on financing common stock and common warrants | 393 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 573 | (47) |
Deferred offering costs | (41) | |
Accounts payable | (184) | 13 |
Accrued expenses | 687 | 151 |
Net cash used in operating activities | (8,205) | (7,130) |
Investing activities: | ||
Purchases of marketable securities | (8,000) | |
Proceeds from maturities of marketable securities | 2,992 | |
Proceeds from sale of investments | 2,032 | |
Net cash provided by (used in) investing activities | 2,032 | (5,008) |
Financing activities: | ||
Proceeds from common stock and pre-funded common warrants | 5,000 | |
Proceeds from exercise of stock options | 8 | 39 |
Net cash provided by financing activities | 5,008 | 39 |
Decrease in cash and cash equivalents | (1,165) | (12,099) |
Cash and cash equivalents, beginning of period | 4,391 | 15,192 |
Cash and cash equivalents, end of period | 3,226 | 3,093 |
Supplemental of non-cash financing activities: | ||
Fair value of common warrant classified as a liability | $ 1,908 |
Business and Principal Activiti
Business and Principal Activities | 9 Months Ended |
Sep. 30, 2023 | |
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 developing proprietary targeted combination therapies for high unmet medical need with a goal to improve therapeutic outcomes for cancer patients undergoing treatment. The Company’s proprietary Trans-Arterial Micro-Perfusion (TAMP™) therapy platform is designed to ensure precise therapeutic delivery to directly target the tumor while potentially minimizing a therapy’s toxicities versus systemic (intravenous (IV) therapy). The Company’s unique approach is under a clinical trial investigation for targeted treatment with the potential for increased safety, tolerance, and improved efficacy. The Company’s Phase III lead product candidate, RenovoGem™, a novel oncology drug-device combination product, is being investigated under a US Investigational New Drug (“IND”) that is regulated by Food and Drug Administration Code of Federal Regulation (“FDA 21 CFR 312’) pathway. RenovoGem is currently being evaluated for the treatment of locally advanced pancreatic cancer (“LAPC”) by the Center for Drug Evaluation and Research (the drug division of the FDA). 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 five-year 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 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 Reverse Stock Split On August 5, 2021, the Company effected a 1-for-5 Liquidity and Capital Resources Since inception, and through September 30, 2023, the Company has raised estimated gross proceeds of $ 39.8 3.2 The Company has incurred significant losses and negative cash flows from operations since its inception. For the nine months ended September 30, 2023, the Company reported a net loss of $ 7.0 38.2 To address its capital needs, the Company believes it will be able to raise additional capital through debt financings, private or public equity financings, license agreements, collaborative agreements or other arrangements with other companies, or other financing sources. Nevertheless, there is no assurance that such financing will be available or will be at terms acceptable to the Company. The inability to raise capital as and when needed could negatively impact the Company’s liquidity, financial condition and its ability to pursue its business strategy. The Company will need to generate significant revenue to achieve profitability, and it may never do so. The Company has filed an omnibus shelf registration statement on Form S-3 that provides for the aggregate offerings of up to $ 50.0 10.80 On March 30, 2023, the Company entered into a securities purchase agreement (“Securities Purchase Agreement”) with a certain institutional investor (“Purchaser”). Pursuant to the Securities Purchase Agreement, the Company agreed to sell in a registered direct offering (the “Registered Direct Offering”) 1,000,000 0.0001 557,632 4.99 0.0001 3.21 3.2099 1,947,040 3.21 5 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and has reviewed the relevant conditions and events surrounding its ability to continue as a going concern including among others: historical losses, projected future results, negative cash flows from operations, including cash requirements for the upcoming year, funding capacity, net working capital, total stockholders’ equity and future access to capital. Based upon this review and the Company’s current financial condition and operating plans as of September 30, 2023, the Company has concluded that substantial doubt exists as to the Company’s ability to operate as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
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 Securities and Exchange Commission or (“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, 2022, is derived from the Company’s audited financial statements. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies during the nine months ended September 30, 2023 from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In April 2023, the Company completed a financing under its March 2023 Offering issuing common stock, pre-funded common warrants and common warrants. The Company has applied the following accounting policies as it relates to such offering. Pre-Funded Common Warrants and Common Warrants The Company evaluated the Pre-Funded Common Warrants and Common Warrants issued in connection with the March 2023 registered direct financing in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Direct Offering Costs Direct offering costs consist principally of placement fees and other expenses, including other professional expenses incurred. The aggregate direct offering costs incurred from the March 2023 Offering were approximately $ 575,000 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. The Company is also a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act. If the Company is a smaller reporting company at the time the Company cease to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, like emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. From time to time, new accounting pronouncements are issued by the 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 Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). Financial Instruments —Credit Losses (Topic 326) Derivatives and Hedging (Topic 815), and Leases (Topic 842) Recently Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06): Accounting for Convertible Instruments and Contracts in an Entity |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements As of September 30, 2023, and December 31, 2022, the Company held $ 0.1 4.3 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 September 30, 2023, and December 31, 2022 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at September 30, 2023 using: Assets Level 1 Level 2 Level 3 Total Cash equivalents: Schwab U.S. Treasury Money Fund – Ultra Shares $ 2,712 $ - $ - $ 2,712 Money market funds 108 - - 108 $ 2,820 $ - $ - $ 2,820 Liabilities Level 1 Level 2 Level 3 Total Common warrant liability $ - $ - $ 1,908 $ 1,908 $ - $ - $ 1,908 $ 1,908 Fair Value Measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 4,300 $ - $ - $ 4,300 Available-for-sale securities: U.S. Treasury bills 2,049 - - 2,049 $ 6,349 $ - $ - $ 6,349 There were no transfers between Level 1, Level 2 or Level 3 during 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. Assumptions Used in Determining Fair Value of Warrants With the Common Warrants, in the event of certain fundamental transactions involving the Company, the warrant holders may require the Company to make a payment based on a Black-Scholes valuation, using specified inputs. Therefore, the Common Warrants were accounted for as liabilities. The Company recorded the fair value of the Common Warrants upon issuance using the Black-Scholes valuation model. It is also required to revalue the Common Warrants at each reporting date, with any changes in fair value recorded on our statement of operations. The valuation of the Common Warrants is considered under Level 3 of the fair value hierarchy and influenced by the fair value of the underlying Common Stock of the Company. A summary of the Black Scholes pricing model assumptions used to record the fair value of the Common Warrants is as follows: Schedule of Assumptions to Record Fair Value of Warrants September 30, 2023 Expected volatility 110 117 % Expected term (years) 1.01 5.01 Risk-free interest rate 4.60 5.46 % Dividend rate – Changes om Level 3 Liabilities Measured at Fair Value on a Recurring Basis The following table reflects the change in the Company’s Level 3 common warrant liability for the nine months ended September 30, 2023 (in thousands): Schedule of Level 3 Liabilities Measured at Fair Value on a Recurring Basis Fair value as of December 31, 2022 $ - Common warrants issued in connection with private placement 5,393 Change in fair value (3,485 ) Fair value as of September 30, 2023 $ 1,908 |
Short-Term Marketable Securitie
Short-Term Marketable Securities | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Marketable Securities | 4. Short-Term Marketable Securities There were no short-term marketable securities as of September 30, 2023. The tables summarize the Company’s short-term marketable securities as of December 31, 2022 (in thousands): Schedule of Short-Term Marketable Securities Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury bills $ 2,032 $ 17 $ - $ 2,049 $ 2,032 $ 17 $ - $ 2,049 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 5. Accrued Expenses The components of accrued expenses as of September 30, 2023, and December 31, 2022 are as follows (in thousands): Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Clinical trial $ 519 $ 88 Employee benefits 525 475 Other 211 5 Total accrued expenses $ 1,255 $ 568 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. 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 nine months ended September 30, 2023, 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 September 30, 2023. Operating Leases The Company leases its headquarters in Los Altos, California under a month-to-month operating lease agreement. Rent expenses were $ 18,000 55,000 54,000 |
Equity Incentive Plan - Stock-B
Equity Incentive Plan - Stock-Based Compensation Expense and Common Warrants | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan - Stock-Based Compensation Expense and Common Warrants | 7. Equity Incentive Plan - Stock-Based Compensation Expense and Common 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 10,832 272,931 A summary of the stock option activity for the nine months ended September 30, 2023 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 1,399,252 $ 2.40 7.79 $ 928 Granted 420,351 $ 3.10 - $ - Exercised (7,747 ) $ 0.97 - $ - Forfeited (51,255 ) $ 3.12 - $ - Expired - $ - - $ - Outstanding as of September 30, 2023 1,760,601 $ 2.55 7.59 $ 346 Exercisable as of September 30, 2023 985,350 $ 2.13 6.42 $ 346 Vested and expected to vest as of September 30, 2023 1,760,601 $ 2.55 7.59 $ 346 As of September 30, 2023, there was $ 1.8 2.95 For the nine months ended September 30, 2023, and 2022, 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: Summary of Weighted-Average Assumptions Used to Calculate Fair Value of Stock Options Granted Nine Months Ended September 30, 2023 2022 Expected volatility 99.49 106.69 % 101.54 102.96 % Expected term (years) 6.02 10.0 5.27 6.08 Risk-free interest rate 3.40 4.28 % 1.93 1.95 % Dividend rate – % – % During the three months ended September 30, 2023, and 2022, the Company recognized $ 239,000 143,000 857,000 480,000 The following table summarizes the components of stock-based compensation expense recognized in the Company’s Condensed Statements of Operations and Comprehensive Loss during the three and nine months ended September 30, 2023, and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 46 $ 27 $ 155 $ 109 General and administrative 193 116 702 371 Total stock-based compensation expense $ 239 $ 143 $ 857 $ 480 Restricted Stock In March 2023, the Board approved the issuance of 30,000 117,000 Common 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 On April 3, 2023, in connection with the March 2023 Offering, the Company issued 557,632 1,947,040 October 3, 2028 The following is a summary of the common stock warrant activity during the nine months ended September 30, 2023. Schedule of Common Stock Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,786,995 $ 10.80 3.67 $ 30,100 Issued 2,504,672 $ 3.21 5.00 $ - Exercised (557,632 ) $ 3.21 - $ - Expired - $ - - $ - Outstanding as of September 30, 2023 4,734,035 $ 7.68 3.51 $ 36,350 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company had no income tax expense for the three and nine months ended September 30, 2023, and 2022. During the three and nine months ended September 30, 2023, and 2022, 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 September 30, 2023. 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 and nine months ended September 30, 2023, and 2022, the Company had no |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 9. Net Loss Per Share Basic and diluted net loss per common share was calculated as follows (in thousands except per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net loss $ (1,421 ) $ (2,136 ) $ (7,005 ) $ (7,733 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 10,693,080 9,067,509 10,154,914 9,039,308 Net loss per share – basic and diluted $ (0.13 ) $ (0.24 ) $ (0.69 ) $ (0.86 ) For the three and nine months ended September 30, 2023, and 2022, the Company had a net loss and as such, all outstanding shares of 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 because to do so would be antidilutive are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2023 2022 As of September 30, 2023 2022 Options to purchase common stock 453,346 484,518 Total 453,346 484,518 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. 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, respectively, continues in force for as long as Dr. Agah is providing consulting services and may be terminated by either party on 30 days’ notice. In connection with his services, Dr. Agah was awarded various equity awards as the Company has previously disclosed. In December 2018, Dr. Agah’s agreement was amended to provide that he would receive cash compensation of $ 4,000 10,000 21,667.67 25,000 76,000 72,000 319,000 217,000 91,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 Securities and Exchange Commission or (“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, 2022, is derived from the Company’s audited financial statements. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any other future annual or interim period. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). 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, 2022, which are included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023. Summary of Significant Accounting Policies There have been no material changes to the significant accounting policies during the nine months ended September 30, 2023 from those previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. In April 2023, the Company completed a financing under its March 2023 Offering issuing common stock, pre-funded common warrants and common warrants. The Company has applied the following accounting policies as it relates to such offering. Pre-Funded Common Warrants and Common Warrants The Company evaluated the Pre-Funded Common Warrants and Common Warrants issued in connection with the March 2023 registered direct financing in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement Direct Offering Costs Direct offering costs consist principally of placement fees and other expenses, including other professional expenses incurred. The aggregate direct offering costs incurred from the March 2023 Offering were approximately $ 575,000 |
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. The Company is also a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act. If the Company is a smaller reporting company at the time the Company cease to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Company may choose to present only the two most recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, like emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. From time to time, new accounting pronouncements are issued by the 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 Recently Adopted Accounting Pronouncement In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). Financial Instruments —Credit Losses (Topic 326) Derivatives and Hedging (Topic 815), and Leases (Topic 842) Recently Accounting Pronouncement Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (ASU 2020-06): Accounting for Convertible Instruments and Contracts in an Entity |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023, and December 31, 2022 (in thousands): Schedule of Assets Measured at Fair Value on Recurring Basis Fair Value Measurements at September 30, 2023 using: Assets Level 1 Level 2 Level 3 Total Cash equivalents: Schwab U.S. Treasury Money Fund – Ultra Shares $ 2,712 $ - $ - $ 2,712 Money market funds 108 - - 108 $ 2,820 $ - $ - $ 2,820 Liabilities Level 1 Level 2 Level 3 Total Common warrant liability $ - $ - $ 1,908 $ 1,908 $ - $ - $ 1,908 $ 1,908 Fair Value Measurements at December 31, 2022 using: Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 4,300 $ - $ - $ 4,300 Available-for-sale securities: U.S. Treasury bills 2,049 - - 2,049 $ 6,349 $ - $ - $ 6,349 |
Schedule of Assumptions to Record Fair Value of Warrants | A summary of the Black Scholes pricing model assumptions used to record the fair value of the Common Warrants is as follows: Schedule of Assumptions to Record Fair Value of Warrants September 30, 2023 Expected volatility 110 117 % Expected term (years) 1.01 5.01 Risk-free interest rate 4.60 5.46 % Dividend rate – |
Schedule of Level 3 Liabilities Measured at Fair Value on a Recurring Basis | The following table reflects the change in the Company’s Level 3 common warrant liability for the nine months ended September 30, 2023 (in thousands): Schedule of Level 3 Liabilities Measured at Fair Value on a Recurring Basis Fair value as of December 31, 2022 $ - Common warrants issued in connection with private placement 5,393 Change in fair value (3,485 ) Fair value as of September 30, 2023 $ 1,908 |
Short-Term Marketable Securit_2
Short-Term Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Short-Term Marketable Securities | There were no short-term marketable securities as of September 30, 2023. The tables summarize the Company’s short-term marketable securities as of December 31, 2022 (in thousands): Schedule of Short-Term Marketable Securities Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury bills $ 2,032 $ 17 $ - $ 2,049 $ 2,032 $ 17 $ - $ 2,049 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The components of accrued expenses as of September 30, 2023, and December 31, 2022 are as follows (in thousands): Schedule of Accrued Expenses September 30, 2023 December 31, 2022 Clinical trial $ 519 $ 88 Employee benefits 525 475 Other 211 5 Total accrued expenses $ 1,255 $ 568 |
Equity Incentive Plan - Stock_2
Equity Incentive Plan - Stock-Based Compensation Expense and Common Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Award Activity | A summary of the stock option activity for the nine months ended September 30, 2023 is as follows: Summary of Stock Option Award Activity Number of Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 1,399,252 $ 2.40 7.79 $ 928 Granted 420,351 $ 3.10 - $ - Exercised (7,747 ) $ 0.97 - $ - Forfeited (51,255 ) $ 3.12 - $ - Expired - $ - - $ - Outstanding as of September 30, 2023 1,760,601 $ 2.55 7.59 $ 346 Exercisable as of September 30, 2023 985,350 $ 2.13 6.42 $ 346 Vested and expected to vest as of September 30, 2023 1,760,601 $ 2.55 7.59 $ 346 |
Summary of Weighted-Average Assumptions Used to Calculate Fair Value of Stock Options Granted | For the nine months ended September 30, 2023, and 2022, 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: Summary of Weighted-Average Assumptions Used to Calculate Fair Value of Stock Options Granted Nine Months Ended September 30, 2023 2022 Expected volatility 99.49 106.69 % 101.54 102.96 % Expected term (years) 6.02 10.0 5.27 6.08 Risk-free interest rate 3.40 4.28 % 1.93 1.95 % 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 and Comprehensive Loss during the three and nine months ended September 30, 2023, and 2022 (in thousands): Schedule of Stock Based Compensation Expense 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Research and development $ 46 $ 27 $ 155 $ 109 General and administrative 193 116 702 371 Total stock-based compensation expense $ 239 $ 143 $ 857 $ 480 |
Schedule of Common Stock Warrant Activity | The following is a summary of the common stock warrant activity during the nine months ended September 30, 2023. Schedule of Common Stock Warrant Activity Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 2,786,995 $ 10.80 3.67 $ 30,100 Issued 2,504,672 $ 3.21 5.00 $ - Exercised (557,632 ) $ 3.21 - $ - Expired - $ - - $ - Outstanding as of September 30, 2023 4,734,035 $ 7.68 3.51 $ 36,350 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 per share amounts): Schedule of Computation of Basic and Diluted Net Loss Per Share 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Numerator: Net loss $ (1,421 ) $ (2,136 ) $ (7,005 ) $ (7,733 ) Denominator: Weighted average shares used in computing net loss per share – basic and diluted 10,693,080 9,067,509 10,154,914 9,039,308 Net loss per share – basic and diluted $ (0.13 ) $ (0.24 ) $ (0.69 ) $ (0.86 ) |
Schedule of Potentially Anti Dilutive Securities | Potentially dilutive securities not included in the computation of diluted net loss per share because to do so would be antidilutive are as follows (in common stock equivalent shares): Schedule of Potentially Anti Dilutive Securities 2023 2022 As of September 30, 2023 2022 Options to purchase common stock 453,346 484,518 Total 453,346 484,518 |
Business and Principal Activi_2
Business and Principal Activities (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||
Mar. 30, 2023 | Aug. 30, 2021 | Aug. 25, 2021 | Aug. 05, 2021 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Over allotment option to purchase | 7,747 | ||||||||||||
Other offering expenses | $ 5,000 | ||||||||||||
Reverse stock split | 1-for-5 | ||||||||||||
Proceeds from sale of equity | 39,800 | ||||||||||||
Cash and cash equivalents | $ 3,226 | 3,226 | $ 4,391 | ||||||||||
Net loss | 1,421 | $ 2,327 | $ 3,257 | $ 2,136 | $ 2,594 | $ 3,003 | 7,005 | $ 7,733 | |||||
Accumulated deficit | $ 38,178 | 38,178 | $ 31,173 | ||||||||||
Maximum possible proceeds from offerings | $ 50,000 | ||||||||||||
Threshold per share limit for exercise of warrants | $ 10.80 | $ 10.80 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Common Stock [Member] | |||||||||||||
Over allotment option to purchase | 4,200 | 3,547 | 5,400 | 37,558 | 91,816 | ||||||||
Net loss | |||||||||||||
Stock issued during period, shares, new issues | 1,000,000 | 1,000,000 | |||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Share offering price | 3.21 | ||||||||||||
Pre-Funded Warrants [Member] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0001 | ||||||||||||
Stock issued during period, shares, new issues | 557,632 | ||||||||||||
Minimum percentage of warrants to be owned | 4.99% | ||||||||||||
Warrant offering price per share | $ 3.2099 | ||||||||||||
Common Warrants [Member] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 3.21 | ||||||||||||
Prefunded warrants outstanding | 1,947,040 | ||||||||||||
IPO [Member] | |||||||||||||
Sale of stock, number of shares issued in transaction | 1,850,000 | ||||||||||||
Sale of stock, price per share | $ 9 | ||||||||||||
Other offering expenses | $ 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 principal and accrued unpaid interest | $ 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 | ||||||||||||
IPO [Member] | Underwriter [Member] | Over-Allotment Option [Member] | |||||||||||||
Over allotment option to purchase | 277,500 | ||||||||||||
IPO [Member] | Underwriter [Member] | Warrant [Member] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.80 | ||||||||||||
Warrants to purchase common stock | 198,875 | ||||||||||||
IPO [Member] | Warrant [Member] | |||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.80 | ||||||||||||
Warrants exercise term | 5 years | ||||||||||||
IPO [Member] | Warrant [Member] | Underwriter [Member] | |||||||||||||
Warrants exercise term | 5 years |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Transaction costs allocated to common warrant liability | $ 575,000 |
Schedule of Assets Measured at
Schedule of Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | $ 2,820 | $ 6,349 |
Fair value of liabilities | 1,908 | |
US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 2,712 | 2,049 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 108 | 4,300 |
Common Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | 1,908 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 2,820 | 6,349 |
Fair value of liabilities | ||
Fair Value, Inputs, Level 1 [Member] | US Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of assets | 2,712 | 2,049 |
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 | 108 | 4,300 |
Fair Value, Inputs, Level 1 [Member] | Common Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | ||
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 of liabilities | ||
Fair Value, Inputs, Level 2 [Member] | US Treasury Securities [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 2 [Member] | Common Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | ||
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 of liabilities | 1,908 | |
Fair Value, Inputs, Level 3 [Member] | US Treasury Securities [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, Inputs, Level 3 [Member] | Common Warrant Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of liabilities | $ 1,908 |
Schedule of Assumptions to Reco
Schedule of Assumptions to Record Fair Value of Warrants (Details) | Sep. 30, 2023 |
Measurement Input, Option Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 110 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 117 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 1 year 3 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Expected term (years) | 5 years 3 days |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 4.60 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 5.46 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants measurement input | 0 |
Schedule of Level 3 Liabilities
Schedule of Level 3 Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Change in fair value | $ (3,485) | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value as of December 31, 2022 | ||
Common warrants issued in connection with private placement | 5,393 | |
Change in fair value | (3,485) | |
Fair value as of September 30, 2023 | $ 1,908 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Money market funds, at carrying value | $ 0.1 | $ 4.3 |
Schedule of Short-Term Marketab
Schedule of Short-Term Marketable Securities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Marketable Securities [Line Items] | |
Short-term marketable securities, amortized cost basis | $ 2,032 |
Short-term marketable securities, unrealized gains | 17 |
Short-term marketable securities, unrealized losses | |
Short-term marketable securities, fair value | 2,049 |
US Treasury Securities [Member] | |
Marketable Securities [Line Items] | |
Short-term marketable securities, amortized cost basis | 2,032 |
Short-term marketable securities, unrealized gains | 17 |
Short-term marketable securities, unrealized losses | |
Short-term marketable securities, fair value | $ 2,049 |
Schedule of Accrued Expenses (D
Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Clinical trial | $ 519 | $ 88 |
Employee benefits | 525 | 475 |
Other | 211 | 5 |
Total accrued expenses | $ 1,255 | $ 568 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Lessee, Operating Lease, Description | The Company leases its headquarters in Los Altos, California under a month-to-month operating lease agreement. | |||
Operating Lease, Expense | $ 18,000 | $ 18,000 | $ 55,000 | $ 54,000 |
Summary of Stock Option Award A
Summary of Stock Option Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of stock options outstanding, beginning balance | 1,399,252 | |
Weighted average exercise price outstanding, beginning balance | $ 2.40 | |
Weighted average remaining contractual life | 7 years 7 months 2 days | 7 years 9 months 14 days |
Aggregate intrinsic value outstanding, beginning balance | $ 928 | |
Number of stock options, granted | 420,351 | |
Weighted average exercise price, granted | $ 3.10 | |
Number of stock options, exercised | (7,747) | |
Weighted average exercise price, exercised | $ 0.97 | |
Number of stock options, forfeited | (51,255) | |
Weighted average exercise price, forfeited | $ 3.12 | |
Number of stock options, expired | ||
Weighted average exercise price, expired | ||
Number of stock options outstanding, ending balance | 1,760,601 | 1,399,252 |
Weighted average exercise price outstanding, ending balance | $ 2.55 | $ 2.40 |
Aggregate intrinsic value outstanding, ending balance | $ 346 | $ 928 |
Number of stock options, exercisable | 985,350 | |
Weighted average exercise price, exercisable | $ 2.13 | |
Weighted average remaining contractual life, exercisable | 6 years 5 months 1 day | |
Aggregate intrinsic value, exercisable | $ 346 | |
Number of stock options, vested and expected to vest | 1,760,601 | |
Weighted average exercise price, vested and expected to vest | $ 2.55 | |
Weighted average remaining contractual life, vested and expected to vest | 7 years 7 months 2 days | |
Aggregate intrinsic value, vested and expected to vest | $ 346 |
Summary of Weighted-Average Ass
Summary of Weighted-Average Assumptions Used to Calculate Fair Value of Stock Options Granted (Details) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected volatility rate, minimum | 99.49% | 101.54% |
Expected volatility rate, maximum | 106.69% | 102.96% |
Risk-free interest rate, minimum | 3.40% | 1.93% |
Risk-free interest rate, maximum | 4.28% | 1.95% |
Dividend rate | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 6 years 7 days | 5 years 3 months 7 days |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (years) | 10 years | 6 years 29 days |
Schedule of Stock Based Compens
Schedule of Stock Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 239,000 | $ 143,000 | $ 857,000 | $ 480,000 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 46,000 | 27,000 | 155,000 | 109,000 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 193,000 | $ 116,000 | $ 702,000 | $ 371,000 |
Schedule of Common Stock Warran
Schedule of Common Stock Warrant Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Warrants outstanding, beginning balance | shares | 2,786,995 |
Weighted average exercise price, beginning balance | $ / shares | $ 10.80 |
Weighted average remaining contractual life, beginning | 3 years 8 months 1 day |
Warrants aggregate intrinsic value, beginning balance | $ | $ 30,100 |
Warrants outstanding, issued | shares | 2,504,672 |
Weighted average exercise price, issued | $ / shares | $ 3.21 |
Weighted average remaining contractual life, issued | 5 years |
Warrants aggregate intrinsic value, issued | $ | |
Warrants outstanding, exercised | shares | (557,632) |
Weighted average exercise price, exercised | $ / shares | $ 3.21 |
Warrants aggregate intrinsic value, exercised | $ | |
Warrants outstanding, expired | shares | |
Weighted average exercise price, expired | $ / shares | |
Warrants outstanding, ending balance | shares | 4,734,035 |
Weighted average exercise price, ending balance | $ / shares | $ 7.68 |
Weighted average remaining contractual life, ending | 3 years 6 months 3 days |
Warrants aggregate intrinsic value, ending balance | $ | $ 36,350 |
Equity Incentive Plan - Stock_3
Equity Incentive Plan - Stock-Based Compensation Expense and Common Warrants (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 03, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Aug. 31, 2021 | Jul. 19, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Unrecognized stock based compensation expense | $ 1,800,000 | $ 1,800,000 | |||||||
Weighted average period of recognition | 2 years 11 months 12 days | ||||||||
Share based compensation expense | $ 239,000 | $ 143,000 | $ 857,000 | $ 480,000 | |||||
Share based compensation | $ 857,000 | $ 480,000 | |||||||
Warrant, maturity date | Oct. 03, 2028 | Oct. 03, 2028 | |||||||
Common Stock Warrants [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants issued | 1,947,040 | ||||||||
Pre-Funded Warrants [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Pre-funded warrants issued | 557,632 | ||||||||
IPO [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants to purchase common stock | 3,035,195 | ||||||||
Restricted Stock [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Share based compensation | $ 117,000 | ||||||||
Restricted Stock [Member] | Private Placement [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Issuance of restricted stock awards, shares | 30,000 | ||||||||
Warrant One [Member] | IPO [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants to purchase common stock | 198,875 | ||||||||
Warrant, maturity date | Aug. 25, 2026 | ||||||||
Warrant Two [Member] | IPO [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Warrants to purchase common stock | 2,588,120 | ||||||||
Warrant, 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 and available for issuance | 272,931 | 2,185,832 | |||||||
Amended and Restated 2013 Equity Incentive Plan [Member] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||
Common shares reserved but unissued | 10,832 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (1,421) | $ (2,327) | $ (3,257) | $ (2,136) | $ (2,594) | $ (3,003) | $ (7,005) | $ (7,733) |
Weighted average shares used in computing net loss per share - basic | 10,693,080 | 9,067,509 | 10,154,914 | 9,039,308 | ||||
Weighted average shares used in computing net loss per share - diluted | 10,693,080 | 9,067,509 | 10,154,914 | 9,039,308 | ||||
Net loss per share - basic | $ (0.13) | $ (0.24) | $ (0.69) | $ (0.86) | ||||
Net loss per share - diluted | $ (0.13) | $ (0.24) | $ (0.69) | $ (0.86) |
Schedule of Potentially Anti Di
Schedule of Potentially Anti Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 453,346 | 484,518 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 453,346 | 484,518 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Dr.Agah [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Feb. 28, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Nov. 30, 2021 | Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||||||
Cash compensation per month | $ 25,000 | $ 21,667.67 | |||||||
Consulting Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Cash compensation per month | $ 10,000 | $ 4,000 | |||||||
Professional Fees | $ 76,000 | $ 72,000 | $ 319,000 | $ 217,000 | |||||
Discretionary bonus | $ 91,000 |