Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36856 | |
Entity Registrant Name | HEPION PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-2783806 | |
Entity Address, Address Line One | 399 Thornall Street | |
Entity Address, Address Line Two | First Floor | |
Entity Address, City or Town | Edison | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08837 | |
City Area Code | 732 | |
Local Phone Number | 902-4000 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | HEPA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,473,126 | |
Entity Central Index Key | 0001583771 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 13,105,502 | $ 14,785,880 |
Prepaid expenses | 2,324,869 | 2,701,960 |
Total current assets | 15,430,371 | 17,487,840 |
Property and equipment, net | 0 | 29,487 |
Right-of-use assets | 182,019 | 212,878 |
Other assets | 377,021 | 364,192 |
Total assets | 15,989,411 | 18,094,397 |
Current liabilities: | ||
Accounts payable | 1,497,151 | 2,348,829 |
Accrued expenses | 793,753 | 2,439,351 |
Operating lease liabilities, current | 134,020 | 115,916 |
Short-term portion of contingent consideration | 149,000 | 386,000 |
Total current liabilities | 2,573,924 | 5,290,096 |
Contingent consideration, non-current | 1,101,000 | 1,634,000 |
Operating lease liabilities, non-current | 41,248 | 93,104 |
Derivative financial instruments-warrants | 4,751,800 | 3,796,390 |
Total liabilities | 8,467,972 | 10,813,590 |
Commitments and contingencies (see Note 10) | ||
Stockholders' equity: | ||
Common stock—$0.0001 par value per share; 120,000,000 shares authorized, 5,473,126 and 4,818,733 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 547 | 482 |
Additional paid-in capital | 233,297,756 | 230,291,362 |
Accumulated other comprehensive loss | 9,200 | (78,779) |
Accumulated deficit | (227,481,192) | (224,627,386) |
Total stockholders' equity | 7,521,439 | 7,280,807 |
Total liabilities and stockholders' equity | 15,989,411 | 18,094,397 |
Series A | ||
Stockholders' equity: | ||
Convertible preferred stock | 855,808 | 855,808 |
Series C | ||
Stockholders' equity: | ||
Convertible preferred stock | $ 839,320 | $ 839,320 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, shares issued (in shares) | 5,473,126 | 4,818,733 |
Common stock, shares outstanding (in shares) | 5,473,126 | 4,818,733 |
Series A | ||
Convertible preferred stock, par value (in dollars per share) | $ 10 | $ 10 |
Convertible preferred stock, shares issued (in shares) | 85,581 | 85,581 |
Convertible preferred stock, shares outstanding (in shares) | 85,581 | 85,581 |
Series C | ||
Convertible preferred stock, par value (in dollars per share) | $ 1,000 | $ 1,000 |
Convertible preferred stock, shares issued (in shares) | 1,688 | 1,688 |
Convertible preferred stock, shares outstanding (in shares) | 1,688 | 1,688 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | $ 0 | $ 0 |
Cost and expenses: | ||
Research and development | 2,539,568 | 9,797,659 |
General and administrative | 2,642,749 | 3,411,506 |
Total operating expenses | 5,182,317 | 13,209,165 |
Loss from operations | (5,182,317) | (13,209,165) |
Other income (expense): | ||
Interest expense | (4,349) | (2,322) |
Change in fair value of contingent consideration and derivative financial instruments | 1,930,652 | (48,434) |
Inducement expense | (2,567,044) | 0 |
Loss before income taxes | (5,823,058) | (13,259,921) |
Income tax benefit: (See Note 3) | 2,969,252 | 0 |
Net loss | $ (2,853,806) | $ (13,259,921) |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 5,072,511 | 3,811,482 |
Diluted (in shares) | 5,072,511 | 3,811,482 |
Net loss per common share: (see Note 9) | ||
Basic (in dollars per share) | $ (0.56) | $ (3.48) |
Diluted (in dollars per share) | $ (0.56) | $ (3.48) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (2,853,806) | $ (13,259,921) |
Other comprehensive income: | ||
Foreign currency translation | 87,979 | 19,353 |
Total other comprehensive income | 87,979 | 19,353 |
Comprehensive loss | $ (2,765,827) | $ (13,240,568) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Total | Preferred Stock Series A | Preferred Stock Series C | Common Stock | Additional Paid in Capital | Accumulated other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 85,581 | 1,801 | 3,811,481 | ||||
Beginning balance at Dec. 31, 2022 | $ 49,855,937 | $ 855,808 | $ 840,320 | $ 381 | $ 223,950,940 | $ (90,168) | $ (175,701,344) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (13,259,921) | (13,259,921) | |||||
Other comprehensive income (loss) | 19,353 | 19,353 | |||||
Stock-based compensation expense | 537,123 | 537,123 | |||||
Conversion of Series C to common (in shares) | (1) | 1 | |||||
Conversion of Series C to common | 0 | $ (1,000) | 1,000 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 85,581 | 1,800 | 3,811,482 | ||||
Ending balance at Mar. 31, 2023 | 37,152,492 | $ 855,808 | $ 839,320 | $ 381 | 224,489,063 | (70,815) | (188,961,265) |
Beginning balance (in shares) at Dec. 31, 2023 | 85,581 | 1,688 | 4,818,733 | ||||
Beginning balance at Dec. 31, 2023 | 7,280,807 | $ 855,808 | $ 839,320 | $ 482 | 230,291,362 | (78,779) | (224,627,386) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,853,806) | (2,853,806) | |||||
Other comprehensive income (loss) | 87,979 | 87,979 | |||||
Stock-based compensation expense | 705,770 | 705,770 | |||||
Warrant Exercises (in shares) | 654,393 | ||||||
Warrant exercises, net | 2,300,689 | $ 65 | 2,300,624 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 85,581 | 1,688 | 5,473,126 | ||||
Ending balance at Mar. 31, 2024 | $ 7,521,439 | $ 855,808 | $ 839,320 | $ 547 | $ 233,297,756 | $ 9,200 | $ (227,481,192) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (2,853,806) | $ (13,259,921) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 705,770 | 1,930,753 |
Depreciation | 30,758 | 18,037 |
Inducement expense | 2,567,044 | 0 |
Change in fair value of derivative instrument-warrants | (1,160,652) | 0 |
Change in fair value of contingent consideration | (770,000) | 48,434 |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | (2,497,276) | 566,623 |
Right of use asset | 30,859 | 50,585 |
Operating lease liability | (33,752) | (53,614) |
Prepaid expenses | 364,262 | 2,484,590 |
Net cash used in operating activities | (3,616,793) | (8,214,513) |
Cash flows from investing activities: | ||
Net cash (used in) provided by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Net cash provided by financing activities | 1,849,707 | 0 |
Effect of exchange rates on cash | 86,708 | 18,784 |
Net decrease in cash | (1,680,378) | (8,195,729) |
Cash at beginning of period | 14,785,880 | 51,189,088 |
Cash at end of period | 13,105,502 | 42,993,359 |
Supplementary disclosure of non-cash financing activities: | ||
Conversion of Series C convertible preferred stock | 0 | 1,000 |
Inducement expense for issuance of Series B-1 and B-2 warrants | $ 2,821,399 | $ 0 |
Business Overview
Business Overview | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Overview | Business Overview Hepion Pharmaceuticals, Inc. (we, our, or us) is a biopharmaceutical company headquartered in Edison, New Jersey, focused on the development of drug therapy for treatment of chronic liver diseases. This therapeutic approach targets fibrosis, inflammation, and shows potential for the treatment of hepatocellular carcinoma (“HCC”) associated with non-alcoholic steatohepatitis (“NASH”), viral hepatitis, and other liver diseases. Our cyclophilin inhibitor, rencofilstat (formerly CRV431), was being developed to offer benefits to address multiple complex pathologies related to the progression of liver disease. We are developing rencofilstat as our lead molecule. Rencofilstat is a compound that binds and inhibits the function of a specific class of isomerase enzymes called cyclophilins that regulate protein folding, in addition to other activities. Many closely related isoforms of cyclophilins exist in humans. Cyclophilins A, B, and D are the best characterized cyclophilin isoforms. Inhibition of cyclophilins has been shown in scientific literature to have therapeutic effects in a variety of experimental models, including liver disease models. We have completed a number of Phase 1 and Phase 2 clinical trials. In May 2023, we announced that our Phase 2a study ("ALTITUDE-NASH") met its primary endpoint by demonstrating improved liver function and was well tolerated after four months of treatment with once daily oral rencofilstat administered to NASH subjects with stage 3 or greater fibrosis. All additional secondary efficacy and safety endpoints were also met. These observations provide further evidence that builds on previous findings from a shorter 28-day Phase 2a ("AMBITION") trial. Taken together, the AMBITION and ALTITUDE-NASH trials reinforce rencofilstat’s direct antifibrotic mode of action and increase our confidence level that we anticipate observing fibrosis reductions in our ongoing 12-month Phase 2b ("ASCEND-NASH") clinical trial. In June 2023, we announced that the Data and Safety Monitoring Board ("DSMB") met to review the current data for the ASCEND-NASH 2b study and has issued a “study may proceed without modification” clearance. This, the first planned DSMB meeting, occurred on schedule, and all labs, electrocardiogram's, adverse events, and protocol deviations were reviewed, focusing on any potential safety signals from the placebo-controlled trial. In December 2023, our board of directors approved a strategic restructuring plan to preserve capital by reducing operating costs. We incurred a one-time restructuring charge of approximately $0.7 million in the fourth quarter of 2023. Additionally, we have initiated a process to explore a range of strategic and financing alternatives focused on maximizing stockholder value within the current financial environment and NASH drug development landscape. On April 19, 2024, we announced that we have begun wind-down activities in our ASCEND-NASH clinical trial. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim financial information. The consolidated balance sheet as of December 31, 2023, was derived from the audited annual consolidated financial statements but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, contained in our Annual Report on Form 10-K filed with the SEC on April 16, 2024. Principles of Consolidation The accompanying condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, Contravir Research Inc. and Hepion Research Corp, which conduct their operations in Canada. All intercompany balances and transactions have been eliminated in consolidation. Going Concern As of March 31, 2024, we had $13.1 million in cash, an accumulated deficit of $227.5 million, and working capital of $12.9 million. For the three months ended March 31, 2024, cash used in operating activities was $3.6 million and we had a net loss of $2.9 million . We have not generated revenue to date and have incurred substantial losses and negative cash flows from operations since our inception. We have historically funded our operations through issuances of convertible debt, common stock and preferred stock. Our ability to continue operations after our current cash resources are exhausted depends on future events outside of our control, including our ability to obtain additional financing or to achieve profitable operations, as to which no assurances can be given. If adequate additional funds are not available when required, or if we are unsuccessful in entering into strategic transactions, management may need to curtail planned operations to conserve cash until sufficient additional capital is raised. There can be no assurances that such a plan would be successful. These condensed consolidated financial statements have been prepared under the assumption that we will continue as a going concern. Due to our recurring and expected continuing losses from operations, we have concluded there is substantial doubt in our ability to continue as a going concern within one year of the issuance of these condensed consolidated financial statements without additional capital becoming available to us. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We will be required to raise additional capital within the few months to continue to fund operations. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact our ability to conduct business. If we are unable to raise additional capital when required or on acceptable terms, we may have to (i) seek collaborators for our product candidates on terms that are less favorable than might otherwise be available; or (ii) relinquish or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize on unfavorable terms. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Changes in estimates and assumptions are reflected in reported results in the period in which they become known. Actual results could differ from those estimates. Our significant accounting policies are disclosed in the audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. Since the date of such consolidated financial statements, there have been no changes to our significant accounting policies. Cash As of March 31, 2024 and December 31, 2023, cash was $13.1 million and $14.8 million, respectively, consisting of checking accounts held at U.S. and Canadian commercial banks. At certain times, our cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. We believe it mitigates our risk by depositing our cash balances with high credit, quality financial institutions. We have never experienced losses related to these balances. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we can access. • Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments consist of cash, accounts payable, contingent consideration and derivative financial instruments. Cash and accounts payable are stated at their respective historical carrying amounts, which approximate fair value due to their short-term nature. Contingent consideration, and derivative financial instruments are recorded at fair value at the end of each reporting period. We recorded contingent consideration from the 2016 acquisition of Ciclofilin, which is required to be carried at fair value. See Note 5 for additional information on the fair value of the contingent consideration and derivative financial instruments. Property, equipment and depreciation As of March 31, 2024 and December 31, 2023, we had $0 and $29,487, respectively, of property and equipment, consisting primarily of lab equipment, computer equipment, and furniture and fixtures. Expenditures for additions, renewals and improvements will be capitalized at cost. Depreciation will generally be computed on a straight-line method based on the estimated useful lives of the related assets. The estimated useful lives of the depreciable assets are 3 years to 7 years. Expenditures for repairs and maintenance are charged to operations as incurred. We will periodically evaluate whether current events or circumstances indicate that the carrying value of our depreciable assets may not be recoverable. There were no adjustments to the carrying value of property and equipment at March 31, 2024 or December 31, 2023. Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. We continue to maintain a full valuation allowance for our U.S and foreign net deferred tax assets. Under the provisions of the Internal Revenue Code, the net operating loss (NOL) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, respectively, as well as similar state tax provisions. This could limit the amount of tax attributes that we can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on our value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The utilization of these NOLs is subject to limitations based on past and future changes in our ownership pursuant to Section 382. We completed a Section 382 study of transactions in our stock through December 31, 2021 and concluded that we have experienced ownership changes since inception that we believe under Section 382 and 383 of the Internal Revenue Code will result in limitations on our ability to use certain pre-ownership change NOLs and credits. We are not aware of any ownership changes in 2024 or 2023. In addition, we may experience subsequent ownership changes as a result of future equity offerings or other changes in the ownership of our stock, some of which are beyond our control. As a result, the amount of the NOLs and tax credit carryforwards presented in our consolidated financial statements could be further limited. Similar provisions of state tax law may also apply to limit the use of accumulated state tax attributes. The income tax benefit for the three months ended March 31, 2024 was $3.0 million and there was no income tax expense for the three months ended March 31, 2023. For three months ended March 31, 2024, our tax benefit was related to the sale of our state NOLs related to prior years under the State of New Jersey’s Technology Business Tax Certificate Transfer Program. Contingencies In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, and tax matters. In accordance with ASC Topic 450, Accounting for Contingencies , (“ASC 450”), we record accruals for such loss contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. In accordance with this guidance, we do not recognize gain contingencies until realized. Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development , (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. We do not currently have any commercial biopharmaceutical products and do not expect to have such for several years, if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that we have no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. Also as prescribed by ASC 730, non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts would be recognized as an expense. At March 31, 2024 and December 31, 2023, we had prepaid research and development costs of $2.1 million and $2.5 million, respectively. Share-based payments ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires companies to measure the cost of employee and non-employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, we issue stock options with only service-based vesting conditions and record the expense for awards using the straight-line method (see Note 8). We account for awards granted to employees that are in excess of what is available to grant as a liability recorded at fair value each reporting period in the consolidated financial statements (see Note 7). The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The estimated expected stock volatility is based on the historical volatility of our own traded stock price. The expected term of stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. ASC 718 allows for the election of forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. Our actual historical forfeiture rate of 3% was used for the three months ended March 31, 2024 and 2023. We will continue to analyze the forfeiture rate on at least an annual basis or when there are any identified triggers that would justify immediate review. Foreign Exchange The functional currency of Hepion Pharmaceuticals, Inc. and ContraVir Research Inc. is the U.S. dollar. The functional currency of Hepion Research Corp. is the Canadian dollar. Assets and liabilities of Hepion Research Corp. are translated into U.S. dollars using period-end exchange rates; income and expenses are translated using the average exchange rates for the reporting period. Unrealized foreign currency translation adjustments are deferred in accumulated other comprehensive loss, a separate component of shareholders’ equity. The amount of currency translation adjustment was $9,200 and $(78,779) at March 31, 2024 and December 31, 2023, respectively. Transactions in foreign currencies are remeasured into the functional currency of the relevant subsidiaries at the exchange rate in effect at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the functional currency at exchange rates in effect at the balance sheet date or on settlement. Resulting gains and losses are recorded in general and administrative expense within the consolidated statements of operations. The impact of foreign exchange gains was $129,538 and $25,433 for the three months ended March 31, 2024 and 2023, respectively. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker views our operations and manages the business in one segment. Net loss per share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , (“ASC 260”) for all periods presented. In accordance with this guidance, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Recent Accounting Pronouncements There are no recent accounting pronouncements that will have a material effect on our condensed consolidated financial statements for the three months ended March 31, 2024. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Series A Convertible Preferred Stock On October 14, 2014, our Board of Directors authorized the sale and issuance of up to 1,250,000 shares of Series A Convertible Preferred Stock (the “Series A”). All shares of the Series A were issued between October 2014 and February 2015. Each share of the Series A is convertible at the option of the holder into the number of shares of common stock determined by dividing the stated value of such share by the conversion price that is subject to adjustment. As of March 31, 2024, there were 85,581 shares outstanding. During the three months ended March 31, 2024 and 2023, no shares of the Series A were converted. If we sell common stock or equivalents at an effective price per share that is lower than the conversion price, the conversion price may be reduced to the lower conversion price. The Series A will be automatically convertible into common stock in the event of a fundamental transaction as defined in the offering. Series C Convertible Preferred Stock Issuance On July 3, 2018, we completed a rights offering pursuant to our effective registration statement on Form S-1. We offered for sale units in the rights offering and each unit sold in connection with the rights offering consisted of 1 share of our Series C Convertible Preferred Stock, or Series C, and common stock warrants (the “Rights Offering”). Upon completion of the offering, pursuant to the rights offering, we sold an aggregate of 10,826 units at an offering price of $1,000 per unit comprised of 10,826 shares of Series C and 4,446 common stock warrants that expired in July 2023. As of March 31, 2024, there were 1,688 shares of Series C outstanding. During the three months ended March 31, 2024, no shares of the Series C were converted into shares of our common stock and during the three months ended March 31, 2023, 1 share of the Series C was converted into 1 share of our common stock. Each share of Series C is convertible into common stock at any time at the option of the holder thereof at the conversion price then in effect. The conversion price for the Series C is determined by dividing the stated value of $1,000 per share by $0.08 per share (subject to adjustments upon the occurrence of certain dilutive events). Common Stock and Warrant Offering On September 28, 2023, we entered into a securities purchase agreement with an institutional investor for the purchase and sale of 400,000 shares of our common stock (or common stock equivalents in lieu thereof) at a purchase price of $5.10 per share and pre-funded warrants to purchase up to 580,393 shares at a offering price of $5.09 in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, we issued to the investor unregistered Series A Warrants to purchase up to an aggregate of 980,393 shares of common stock and Series B Warrants to purchase up to an aggregate of 980,393 shares of common stock. The Series A and Series B Warrants will have an exercise price of $4.85 per share, will be exercisable immediately following the date of issuance and will expire in 5 years and 1.5 years, respectively. The closing of the registered direct offering and the concurrent private placement was on October 3, 2023. We received gross proceeds of $5.0 million, before deducting the underwriting discount and other offering expenses of approximately $0.5 million that was recorded as general and administrative costs in our consolidated statement of operations. All of the pre-funded warrants were exercised in the fourth quarter of 2023. We used the guidance in ASC 480, Distinguishing Liabilities from Equity, ("ASC 480"), ASC 815-40, Derivatives and Hedging (“ASC 815-40”) and ASC 260, Earnings Per Shares (“ASC 260”) to determine the accounting classification for the warrants. Based on this evaluation, we determined that the Warrants are not indexed to our own stock and are precluded from being classified within equity. Therefore, the Warrants were classified as a liability on the balance sheet, initially recorded at fair value, and then subsequently will be carried at fair value with changes in fair value recognized in the income statement. Upon the issuance of the warrants, the fair value of the warrants was determined to be approximately $8.9 million resulting in no residual to allocate to equity and, further, with the excess of the fair value over the proceeds received was recorded as a day one loss of $3.9 million that was recorded to "Change in fair value of contingent consideration and derivative financial instruments" in the consolidated statement of operations. On February 16, 2024, the Company entered into an agreement with a current warrant holder to exercise the outstanding Series B Warrants (the “Series B Warrant Agreement”). Pursuant to the terms of the Series B Warrant Agreement, the holder agreed to exercise the Series B Warrant in full and purchase a total of 980,393 shares of common stock at a reduced price of $2.10 per share, generating total gross cash proceeds of $2,058,825. The Company accounted for this transaction as a modification and settlement of the Series B Warrant liability. As such, the Company first recognized a gain of $286,007 as a result of the change in fair value of the Series B Warrant immediately prior to the modification. As the modified Series B Warrant was immediately exercisable, the post-modification fair value was determined to be the intrinsic value of the Series B Warrant at the date of the modification. Therefore, the change in fair value on the date of the modification prior to the modification compared to the fair value on the date of the modification after the modification, but prior to exercise was determined to be $601,224, which was recorded as an inducement charge, within other expenses in the Company's consolidated statement of operations. The Company then subsequently reclassified the liability into equity upon settlement. As part of the transaction, the Company incurred equity issuance costs of $209,118 related to advisory and legal fees directly attributable to the issuance of the common stock from the Series B Warrant Agreement, which were recorded against additional paid-in-capital. In connection with the offering, the Company agreed to amend, effective upon the closing of this offering, the terms of the October 2023 Series A common stock purchase warrant held by a purchaser in the offering to reduce the exercise price thereof to $1.91 per share and to extend the expiration date to February 2029. All of the other terms of the October 2023 Series A common stock purchase warrant will remain unchanged. The Company accounted for this transaction as a modification of the Series A Warrant liability. As such the Company first recognized a gain of $669,466 as a result of the change in fair value of the Series A Warrant immediately prior to the modification. As a result of the modification, the change in fair value on the date of the modification prior to the modification compared to the fair value on the date of the modification after the modification, but prior to exercise was an fair value of $346,869, which was recorded as an inducement expense, due to the modification being a result of the Series B Warrant Agreement, and is recorded within the Company’s consolidated statement of operations. Additionally, as part of the Series B Warrant Agreement, we issued to the investor unregistered Series B-1 Warrants to purchase up to an aggregate of 735,295 shares of common stock and Series B-2 Warrants to purchase up to an aggregate of 735,295 shares of common stock, collectively the "New Warrant Shares". The Series B-1 and Series B-2 Warrants will have an exercise price of $1.91 per share, will be exercisable immediately following the date of issuance and will expire in 5 years and 1.5 years, respectively. The grant date value of the New Warrant Shares issued of $2,821,000 was recorded as inducement expense within other expenses in the Company’s consolidated statement of operations. The fair value of these liability classified warrants was estimated using the Black-Scholes option pricing model. This method of valuation involves using inputs such as the fair value of our common stock, historical volatility, the contractual term of the warrants, risk free interest rates and dividend yields. Due to the nature of these inputs, the valuation of the warrants is considered a Level 2 measurement (see Note 5). The following assumptions were used to measure the Series A and Series B Warrants at modification and to remeasure the liability as of March 31, 2024 and December 31, 2023 and to measure Series B-1 and B-2 at issuance and to remeasure the liability as of March 31, 2024. Series A Warrants Pre-Modification Post-Modification February 16, February 16, March 31, December 31, 2024 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 2.49 $ 3.24 Expected warrant term (years) 4.6 years 5.0 years 4.9 years 4.5 years Risk-free interest rate 4.3 % 4.3 % 4.2 % 3.9 % Expected volatility 111.0 % 116.0 % 113.0 % 116.6 % Dividend yield — — — — Series B Warrants Pre-Modification Post-Modification February 16, February 16, December 31, 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 3.24 Expected warrant term (years) 1.1 years n/a 1.5 years Risk-free interest rate 4.9 % n/a 4.6 % Expected volatility 143.0 % n/a 122.1 % Dividend yield — — — Series B-1 Warrants Series B-2 Warrants February 16, March 31, February 16, March 31, 2024 2024 2024 2024 Stock price $ 2.56 $ 2.49 $ 2.56 $ 2.49 Expected warrant term (years) 5.0 years 4.9 years 1.5 years 1.4 years Risk-free interest rate 4.3 % 4.2 % 4.8 % 4.9 % Expected volatility 116.0 % 113.0 % 130.0 % 138.0 % Dividend yield — — — — The following table sets forth the components of changes in our derivative financial instruments liability balance for the years ended March 31, 2024 and December 31, 2023 Date Number of Warrants Outstanding Derivative Instrument Liability Balance of derivative liability at December 31, 2023 1,960,786 3,796,390 Issuance of Series B-1 and Series B-2 warrants * 1,470,590 2,821,399 Modification of Series A warrants * — 346,869 Modification of Series B warrants * — (601,224) Exercise of Series B warrants (980,393) (450,982) Change in fair value of warrants — (1,160,652) Balance of derivative liability at March 31, 2024 2,450,983 $ 4,751,800 * In connection with issuance of Series B-1 and B-2 warrants and modification of Series A and Series B warrants, the Company recognized total inducement expense of $2,567,044 during the three months period ended March 31, 2024. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents our liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy at March 31, 2024 and December 31, 2023. Fair Value Measurement at Reporting Date Using Description Fair value (Level 1) (Level 2) (Level 3) As of March 31, 2024: Contingent consideration $ 1,250,000 $ — $ — $ 1,250,000 Derivative liabilities related to warrants $ 4,751,800 $ — $ 4,751,800 $ — As of December 31, 2023: Contingent consideration $ 2,020,000 $ — $ — $ 2,020,000 Derivative liabilities related to warrants $3,796,390 $ — $3,796,390 $ — The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities- warrants in our consolidated statement of operations. See Note 4 for a rollforward of the derivative liability for three months ended March 31, 2024. The financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, we review the assets and liabilities that are subject to ASC 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. Contingent consideration was recorded for the acquisition of Ciclofilin Pharmaceuticals, Inc. (Ciclofilin) on June 10, 2016. The contingent consideration represented the acquisition date fair value of potential future payments, to be paid in cash and our stock, upon the achievement of certain milestones and was estimated based on a probability-weighted discounted cash flow model. At March 31, 2024 and December 31, 2023, the assumptions we used to calculate the fair value were as follows: Assumptions March 31, December 31, Discount rate 10.0% 11.5% Stock price n/a n/a Projected milestone achievement dates Apr 2024 — Sep 2030 Mar 2023 — Sep 2030 Probability of success of milestone achievements 5 % — 15% 13 % — 40% As of March 31, 2024, $0.1 million was recorded as a current liability and $1.1 million was classified as a non-current liability based upon management's best estimate using the latest available information. Management reviewed and updated the assumptions at March 31, 2024 and decreased the discount rate based on the comparable companies. The following table presents the change in fair value of the contingent consideration for the three months ended March 31, 2024. Acquisition-related Contingent Consideration Liabilities: Balance at December 31, 2023 $ 2,020,000 Change in fair value recorded in earnings (770,000) Balance at March 31, 2024 1,250,000 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost and depreciated using the straight-line method, based on useful lives as follows: Estimated Useful Life (in years) March 31, December 31, Equipment 3 years $ 358,548 $ 346,770 Furniture and fixtures 7 years 62,183 62,183 Less: Accumulated depreciation (420,732) (379,466) $ — $ 29,487 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: March 31, December 31, Research and development 296,026 1,268,560 Professional fees — 319,157 Other 497,727 851,634 Total accrued expenses $ 793,753 $ 2,439,351 |
Accounting for Share-Based Paym
Accounting for Share-Based Payments | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Accounting for Share-Based Payments | Accounting for Share-Based Payments On June 3, 2013, we adopted the 2013 Equity Incentive Plan (the 2013 Plan), which expired in June 2023 and we are no longer making grants under it. Stock options granted under the 2013 Plan typically vest after three years of continuous service from the grant date and will have a contractual term of ten years. We granted options during the three months ended June 30, 2022 and 2021, and at the time that these grants were made, we did not have any options available for grant under the Plan. We accounted for these option grants as liability-classified awards requiring us to measure the fair value of the awards each reporting period since there were not enough shares available at the time of the grant. In April 2023, with the approval of the 2023 Plan, these awards are no longer accounted for as liability-classified and the cumulative liability of $3.0 million was recorded to additional paid-in capital. In April 2023, our board of directors approved the 2023 Omnibus Equity Incentive Plan (the 2023 Plan), which became effective in June 2023 upon stockholder approval. The 2023 Plan allows for the grant of up to 500,000 awards for the purpose of attracting, motivating and retaining employees (including officers), non-employee directors and non-employee consultants. On March 6, 2024 pursuant to the 2023 Plan, we granted 50,000 RSUs with a fair value of $2.29 per share, which vest upon the earlier of (i) one year after date of grant or (ii) change of control of the Company. In addition, during the three months ended March 31, 2024, the Company granted 340,000 options with a term of 2 to 10 years that were vested upon issuance. Subsequent to the grant of these options, we had 110,000 awards available for grant from the 2023 Plan. We classify stock-based compensation expense in our condensed consolidated statement of operations in the same way the award recipient's payroll costs are classified or in which the award recipients' service payments are classified. We recorded stock-based compensation expense as follows: Three Months Ended 2024 2023 General and administrative $ 705,770 $ 1,193,460 Research and development — 737,293 Total stock-based compensation expense $ 705,770 $ 1,930,753 A summary of stock option activity under the 2013 Plan and 2023 Plan is presented as follows: Number of Options Exercise Price Weighted Intrinsic Weighted Balance outstanding, December 31, 2023 391,737 $ 13.80 - $ 40,320.00 $ 48.58 $ — 5.17 years Granted 340,000 $ 2.56 - $ 2.56 $ 2.56 $ — Forfeited (109,243) $ 13.80 - $ 40,320.00 $ 47.14 $ — Balance outstanding, March 31, 2024 622,494 $ 2.56 - $ 40,320.00 $ 23.69 $ — 8.52 years Awards outstanding, vested awards and those expected to vest at March 31, 2024 622,494 $ 2.56 - $ 40,320.00 $ 23.63 $ — 8.52 years Vested and exercisable at March 31, 2024 610,893 $ 2.56 - $ 40,320.00 $ 23.70 $ — 8.54 years The total fair value of awards vested during the three months ended March 31, 2024 and 2023 was $0.7 million and $0.5 million, respectively. As of March 31, 2024, the unrecognized compensation cost related to non-vested stock options outstanding, net of expected forfeitures, was $0.0 million. The following assumptions are used in the Black-Scholes valuation model to estimate the fair value of stock option awards when granted to employees. Three Months Ended 2024 Stock price $2.56 Risk-free interest rate 4.29% — 4.64% Dividend yield — Expected volatility 116.7% Expected term (in years) 2.0 years — 6.0 years Stock price —The stock price used is the closing price of our common stock on the day prior to the grant date. Risk-free interest rate —Based on the daily yield curve rates for U.S. Treasury obligations with maturities which correspond to the expected term of our stock options. Dividend yield —We have not paid any dividends on our common stock since inception and do not anticipate paying dividends on our common stock in the foreseeable future. Expected volatility —We base expected volatility on the trading price of our common stock. Expected term —The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in SAB No. 107, which SAB No. 107, options are considered to be “plain vanilla” if they have the following basic characteristics: (i) granted “at-the-money”; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. SAB No. 110 , Share-Based Payment , (“SAB No. 110”) expresses the views of the Staff of the SEC with respect to extending the use of the simplified method, as discussed in SAB No. 107, in developing an estimate of the expected term of “plain vanilla” share options in accordance with ASC 718. For the expected term, we have “plain-vanilla” stock options, and therefore used a simple average of the vesting period and the contractual term for options granted as permitted by SAB No. 107. Forfeitures—ASC 718 allows for the election of forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the years ended December 31, 2023 and 2022, we determined that 3% is our forfeiture rate based on historical experience. We will continue to analyze the forfeiture rate on at least an annual basis or when there are any identified triggers that would justify immediate review. |
Loss per Share
Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Loss per Share | Loss per Share Basic and diluted net loss per common share was determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended Basic and diluted net loss per common share: 2024 2023 Numerator: Net loss $ (2,853,806) $ (13,259,921) Denominator: Weighted average common shares outstanding 5,072,511 3,811,482 Net loss per share of common stock—basic and diluted $ (0.56) $ (3.48) In connection with series B warrants exercise (see Note 4), 326,000 warrants that were exercised during the quarter ended March 31, 2024 were not yet issued as common stock and are held by the Company in abeyance, were included in the Company’s calculation of basic and diluted loss per share. The shares of common stock held by the Company in abeyance are considered outstanding for the purposes of computing earnings per share, as these shares may be issued for little or no consideration, are fully vested, and are exercisable after the original issuance date. The following outstanding securities at March 31, 2024 and 2023 have been excluded from the computation of basic and diluted weighted shares outstanding, as they would have been anti-dilutive due to net loss: Three Months Ended 2024 2023 Common shares issuable for: Series A preferred stock 159 159 Series C preferred stock 778 829 Restricted Stock Units 50,000 — Stock options 622,494 444,637 Warrants – liability classified 2,450,983 — Warrants – equity classified 210,979 215,559 Total 3,335,393 661,185 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings We are involved in various legal proceedings. Significant judgment is required to determine both the likelihood and the estimated amount of a loss related to such matters. Additionally, while any litigation contains an element of uncertainty, we have at this time no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on our consolidated financial condition or results of operations. Leases In July 2014, we entered into a lease for corporate office space in Edison, New Jersey ("Edison Lease"). In July 2017, we entered into the first amendment to the Edison Lease expanding the office footprint and extending the Edison Lease for an approximate 5-year period that ended on March 31, 2023. In August 2023, we signed a second amendment to the Edison Lease in which we reduced our corporate office space and extended the lease for a period of 2.3 years ending July 31, 2025. In October 2019, we entered into a 3-year lease for office and research laboratory space in Edmonton, Canada, which expired on September 30, 2022 and we leased this space on a month-to-month basis until December 31, 2023. We account for leases in accordance with ASC Topic 842, Leases , (“ASC 842”). We determine if an arrangement is a lease at contract inception. A lease exists when a contract conveys to the customer the right to control the use of identified property or equipment for a period in exchange for consideration. The definition of a lease embodies two conditions: (1) there is an identified asset in the contract that is land or a depreciable asset (i.e., property and equipment), and (2) the customer has the right to control the use of the identified asset. Operating leases where we are the lessee are included under the caption “Right of Use Assets” ("ROU") on our consolidated balance sheets. The lease liabilities are initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. Key estimates and judgments include how we determine (1) the discount rate used to discount the unpaid lease payments to present value, (2) lease term and (3) lease payments. The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. As of March 31, 2024, our ROU asset was $0.2 million, the current lease liability was $0.1 million, and the long-term lease liability was $0.0 million. An estimated incremental borrowing rate of 14.9% was used to account for the second amendment of the Edison Lease. For the first amendment of the Edison Lease, an incremental borrowing rate 6.50% was used. Rent expense for the three months ended March 31, 2024 and 2023 was $38,995 and $99,914, respectively, which included a de minimis amount for a short-term lease. At March 31, 2024, the weighted average remaining term of our noncancelable operating leases is 1.34 years. Future minimum rental payments under our noncancelable operating lease at March 31, 2024 is as follows: Remainder of 2024 $ 96,702 2025 97,815 Total 194,517 Present value adjustment (19,249) Lease liability at March 31, 2024 $ 175,268 Employment Agreements We have employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control, termination without cause or retirement, occur. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (2,853,806) | $ (13,259,921) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly our interim financial information. The consolidated balance sheet as of December 31, 2023, was derived from the audited annual consolidated financial statements but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2023, contained in our Annual Report on Form 10-K filed with the SEC on April 16, 2024. |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, Contravir Research Inc. and Hepion Research Corp, which conduct their operations in Canada. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates |
Cash | Cash As of March 31, 2024 and December 31, 2023, cash was $13.1 million and $14.8 million, respectively, consisting of checking accounts held at U.S. and Canadian commercial banks. At certain times, our cash balances with any one financial institution may exceed Federal Deposit Insurance Corporation insurance limits. We believe it mitigates our risk by depositing our cash balances with high credit, quality financial institutions. We have never experienced losses related to these balances. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurement (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and our own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC Topic 820 establishes a three-tier fair value hierarchy that distinguishes among the following: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we can access. • Level 2—Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Property, equipment and depreciation | Property, equipment and depreciation As of March 31, 2024 and December 31, 2023, we had $0 and $29,487, respectively, of property and equipment, consisting primarily of lab equipment, computer equipment, and furniture and fixtures. Expenditures for additions, renewals and improvements will be capitalized at cost. Depreciation will generally be computed on a straight-line method based on the estimated useful lives of the related assets. The estimated useful lives of the depreciable assets are 3 years to 7 years. Expenditures for repairs and maintenance are charged to operations as incurred. We will periodically evaluate whether current events or circumstances indicate that the carrying value of our depreciable assets may not be recoverable. There were no adjustments to the carrying value of property and equipment at March 31, 2024 or December 31, 2023. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for operating loss and tax credit carryforwards. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect to recover or settle those temporary differences. We recognize the effect of a change in tax rates on deferred tax assets and liabilities in the results of operations in the period that includes the enactment date. We reduce the measurement of a deferred tax asset, if necessary, by a valuation allowance if it is more likely than not that we will not realize some or all of the deferred tax asset. We account for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon technical merits, it is “more-likely-than-not” that the position will be sustained upon examination. Potential interest and penalties associated with unrecognized tax positions are recognized in income tax expense. We continue to maintain a full valuation allowance for our U.S and foreign net deferred tax assets. Under the provisions of the Internal Revenue Code, the net operating loss (NOL) and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, respectively, as well as similar state tax provisions. This could limit the amount of tax attributes that we can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on our value immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The utilization of these NOLs is subject to limitations based on past and future changes in our ownership pursuant to Section 382. We completed a Section 382 study of transactions in our stock through December 31, 2021 and concluded that we have experienced ownership changes since inception that we believe under Section 382 and 383 of the Internal Revenue Code will result in limitations on our ability to use certain pre-ownership change NOLs and credits. We are not aware of any ownership changes in 2024 or 2023. In addition, we may experience subsequent ownership changes as a result of future equity offerings or other changes in the ownership of our stock, some of which are beyond our control. As a result, the amount of the NOLs and tax credit carryforwards presented in our consolidated financial statements could be further limited. Similar provisions of state tax law may also apply to limit the use of accumulated state tax attributes. |
Contingencies | Contingencies In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, and tax matters. In accordance with ASC Topic 450, Accounting for Contingencies , (“ASC 450”), we record accruals for such loss contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated. In accordance with this guidance, we do not recognize gain contingencies until realized. |
Research and Development | Research and Development Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, application and filing for regulatory approval of proposed products, purchased in-process research and development, license costs, regulatory and scientific consulting fees, as well as contract research, insurance and FDA consultants, are accounted for in accordance with ASC Topic 730, Research and Development , (“ASC 730”). Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. We do not currently have any commercial biopharmaceutical products and do not expect to have such for several years, if at all. Accordingly, our research and development costs are expensed as incurred. While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that we have no history of successful commercialization of product candidates to base any estimate of the number of future periods that would be benefited. |
Share-based payments | Share-based payments ASC Topic 718, Compensation—Stock Compensation (“ASC 718”), requires companies to measure the cost of employee and non-employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. Generally, we issue stock options with only service-based vesting conditions and record the expense for awards using the straight-line method (see Note 8). We account for awards granted to employees that are in excess of what is available to grant as a liability recorded at fair value each reporting period in the consolidated financial statements (see Note 7). The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The estimated expected stock volatility is based on the historical volatility of our own traded stock price. The expected term of stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that we have never paid cash dividends and do not expect to pay any cash dividends in the foreseeable future. ASC 718 allows for the election of forfeitures to be estimated at the time of grant and revised if necessary, in subsequent periods if actual forfeitures differ from those estimates. Our actual historical forfeiture rate of 3% was used for the three months ended March 31, 2024 and 2023. We will continue to analyze the forfeiture rate on at least an annual basis or when there are any identified triggers that would justify immediate review. |
Foreign Exchange | Foreign Exchange |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker views our operations and manages the business in one segment. |
Net loss per share | Net loss per share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share , (“ASC 260”) for all periods presented. In accordance with this guidance, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recent accounting pronouncements that will have a material effect on our condensed consolidated financial statements for the three months ended March 31, 2024. |
Stockholder_s Equity (Tables)
Stockholder’s Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity and Derivative Liability - Warrants [Abstract] | |
Schedule of Assumptions Used to Measure the Warrants to Remeasure Liability | The following assumptions were used to measure the Series A and Series B Warrants at modification and to remeasure the liability as of March 31, 2024 and December 31, 2023 and to measure Series B-1 and B-2 at issuance and to remeasure the liability as of March 31, 2024. Series A Warrants Pre-Modification Post-Modification February 16, February 16, March 31, December 31, 2024 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 2.49 $ 3.24 Expected warrant term (years) 4.6 years 5.0 years 4.9 years 4.5 years Risk-free interest rate 4.3 % 4.3 % 4.2 % 3.9 % Expected volatility 111.0 % 116.0 % 113.0 % 116.6 % Dividend yield — — — — Series B Warrants Pre-Modification Post-Modification February 16, February 16, December 31, 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 3.24 Expected warrant term (years) 1.1 years n/a 1.5 years Risk-free interest rate 4.9 % n/a 4.6 % Expected volatility 143.0 % n/a 122.1 % Dividend yield — — — Series B-1 Warrants Series B-2 Warrants February 16, March 31, February 16, March 31, 2024 2024 2024 2024 Stock price $ 2.56 $ 2.49 $ 2.56 $ 2.49 Expected warrant term (years) 5.0 years 4.9 years 1.5 years 1.4 years Risk-free interest rate 4.3 % 4.2 % 4.8 % 4.9 % Expected volatility 116.0 % 113.0 % 130.0 % 138.0 % Dividend yield — — — — At March 31, 2024 and December 31, 2023, the assumptions we used to calculate the fair value were as follows: Assumptions March 31, December 31, Discount rate 10.0% 11.5% Stock price n/a n/a Projected milestone achievement dates Apr 2024 — Sep 2030 Mar 2023 — Sep 2030 Probability of success of milestone achievements 5 % — 15% 13 % — 40% |
Schedule of Derivative Liabilities at Fair Value | The following table sets forth the components of changes in our derivative financial instruments liability balance for the years ended March 31, 2024 and December 31, 2023 Date Number of Warrants Outstanding Derivative Instrument Liability Balance of derivative liability at December 31, 2023 1,960,786 3,796,390 Issuance of Series B-1 and Series B-2 warrants * 1,470,590 2,821,399 Modification of Series A warrants * — 346,869 Modification of Series B warrants * — (601,224) Exercise of Series B warrants (980,393) (450,982) Change in fair value of warrants — (1,160,652) Balance of derivative liability at March 31, 2024 2,450,983 $ 4,751,800 * In connection with issuance of Series B-1 and B-2 warrants and modification of Series A and Series B warrants, the Company recognized total inducement expense of $2,567,044 during the three months period ended March 31, 2024. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured and Recognized at Fair Value on a Recurring Basis | The following table presents our liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy at March 31, 2024 and December 31, 2023. Fair Value Measurement at Reporting Date Using Description Fair value (Level 1) (Level 2) (Level 3) As of March 31, 2024: Contingent consideration $ 1,250,000 $ — $ — $ 1,250,000 Derivative liabilities related to warrants $ 4,751,800 $ — $ 4,751,800 $ — As of December 31, 2023: Contingent consideration $ 2,020,000 $ — $ — $ 2,020,000 Derivative liabilities related to warrants $3,796,390 $ — $3,796,390 $ — |
Schedule of Assumptions Used to Calculate Fair Value | The following assumptions were used to measure the Series A and Series B Warrants at modification and to remeasure the liability as of March 31, 2024 and December 31, 2023 and to measure Series B-1 and B-2 at issuance and to remeasure the liability as of March 31, 2024. Series A Warrants Pre-Modification Post-Modification February 16, February 16, March 31, December 31, 2024 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 2.49 $ 3.24 Expected warrant term (years) 4.6 years 5.0 years 4.9 years 4.5 years Risk-free interest rate 4.3 % 4.3 % 4.2 % 3.9 % Expected volatility 111.0 % 116.0 % 113.0 % 116.6 % Dividend yield — — — — Series B Warrants Pre-Modification Post-Modification February 16, February 16, December 31, 2024 2024 2023 Stock price $ 2.56 $ 2.56 $ 3.24 Expected warrant term (years) 1.1 years n/a 1.5 years Risk-free interest rate 4.9 % n/a 4.6 % Expected volatility 143.0 % n/a 122.1 % Dividend yield — — — Series B-1 Warrants Series B-2 Warrants February 16, March 31, February 16, March 31, 2024 2024 2024 2024 Stock price $ 2.56 $ 2.49 $ 2.56 $ 2.49 Expected warrant term (years) 5.0 years 4.9 years 1.5 years 1.4 years Risk-free interest rate 4.3 % 4.2 % 4.8 % 4.9 % Expected volatility 116.0 % 113.0 % 130.0 % 138.0 % Dividend yield — — — — At March 31, 2024 and December 31, 2023, the assumptions we used to calculate the fair value were as follows: Assumptions March 31, December 31, Discount rate 10.0% 11.5% Stock price n/a n/a Projected milestone achievement dates Apr 2024 — Sep 2030 Mar 2023 — Sep 2030 Probability of success of milestone achievements 5 % — 15% 13 % — 40% |
Schedule of Changes in Fair Value of Contingent Consideration | The following table presents the change in fair value of the contingent consideration for the three months ended March 31, 2024. Acquisition-related Contingent Consideration Liabilities: Balance at December 31, 2023 $ 2,020,000 Change in fair value recorded in earnings (770,000) Balance at March 31, 2024 1,250,000 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment are stated at cost and depreciated using the straight-line method, based on useful lives as follows: Estimated Useful Life (in years) March 31, December 31, Equipment 3 years $ 358,548 $ 346,770 Furniture and fixtures 7 years 62,183 62,183 Less: Accumulated depreciation (420,732) (379,466) $ — $ 29,487 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued liabilities consist of the following: March 31, December 31, Research and development 296,026 1,268,560 Professional fees — 319,157 Other 497,727 851,634 Total accrued expenses $ 793,753 $ 2,439,351 |
Accounting for Share-Based Pa_2
Accounting for Share-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Expense | We recorded stock-based compensation expense as follows: Three Months Ended 2024 2023 General and administrative $ 705,770 $ 1,193,460 Research and development — 737,293 Total stock-based compensation expense $ 705,770 $ 1,930,753 |
Schedule of Stock Option Activity | A summary of stock option activity under the 2013 Plan and 2023 Plan is presented as follows: Number of Options Exercise Price Weighted Intrinsic Weighted Balance outstanding, December 31, 2023 391,737 $ 13.80 - $ 40,320.00 $ 48.58 $ — 5.17 years Granted 340,000 $ 2.56 - $ 2.56 $ 2.56 $ — Forfeited (109,243) $ 13.80 - $ 40,320.00 $ 47.14 $ — Balance outstanding, March 31, 2024 622,494 $ 2.56 - $ 40,320.00 $ 23.69 $ — 8.52 years Awards outstanding, vested awards and those expected to vest at March 31, 2024 622,494 $ 2.56 - $ 40,320.00 $ 23.63 $ — 8.52 years Vested and exercisable at March 31, 2024 610,893 $ 2.56 - $ 40,320.00 $ 23.70 $ — 8.54 years |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options | The following assumptions are used in the Black-Scholes valuation model to estimate the fair value of stock option awards when granted to employees. Three Months Ended 2024 Stock price $2.56 Risk-free interest rate 4.29% — 4.64% Dividend yield — Expected volatility 116.7% Expected term (in years) 2.0 years — 6.0 years |
Loss per Share (Tables)
Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended Basic and diluted net loss per common share: 2024 2023 Numerator: Net loss $ (2,853,806) $ (13,259,921) Denominator: Weighted average common shares outstanding 5,072,511 3,811,482 Net loss per share of common stock—basic and diluted $ (0.56) $ (3.48) |
Schedule of Outstanding Securities Excluded from the Computation of Basic and Diluted Weighted Shares Outstanding | The following outstanding securities at March 31, 2024 and 2023 have been excluded from the computation of basic and diluted weighted shares outstanding, as they would have been anti-dilutive due to net loss: Three Months Ended 2024 2023 Common shares issuable for: Series A preferred stock 159 159 Series C preferred stock 778 829 Restricted Stock Units 50,000 — Stock options 622,494 444,637 Warrants – liability classified 2,450,983 — Warrants – equity classified 210,979 215,559 Total 3,335,393 661,185 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under the Company's Noncancelable Operating Leases | Future minimum rental payments under our noncancelable operating lease at March 31, 2024 is as follows: Remainder of 2024 $ 96,702 2025 97,815 Total 194,517 Present value adjustment (19,249) Lease liability at March 31, 2024 $ 175,268 |
Business Overview (Details)
Business Overview (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restructuring charges | $ 0.7 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash | $ 13,105,502 | $ 14,785,880 | |
Accumulated deficit | 227,481,192 | $ 224,627,386 | |
Working capital | 12,900,000 | ||
Net cash used in operating activities | 3,616,793 | $ 8,214,513 | |
Net loss | $ 2,853,806 | $ 13,259,921 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Cash (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Cash | $ 13,105,502 | $ 14,785,880 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Property, Equipment and Depreciation (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 0 | $ 29,487 |
Carrying value adjustments | $ 0 | $ 0 |
Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 3 years | |
Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life (in years) | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||
Income tax benefit: (See Note 3) | $ 2,969,252 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Research and Development (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Prepaid research and development costs | $ 2.1 | $ 2.5 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Share-Based Payments (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||||
Historical forfeiture rate (as a percent) | 0.03 | 0.03 | 0.03 | 0.03 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Foreign Exchange (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Accounting Policies [Abstract] | |||
Accumulated other comprehensive loss | $ 9,200 | $ (78,779) | |
Foreign exchange | $ 129,538 | $ 25,433 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Segment Information (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Stockholders' Equity - Series A
Stockholders' Equity - Series A Convertible Preferred Stock (Details) - Series A - shares | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Oct. 14, 2014 |
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares authorized (in shares) | 1,250,000 | |||
Convertible preferred stock, shares outstanding (in shares) | 85,581 | 85,581 | ||
Stock issued as a result of conversion (in shares) | 0 | 0 |
Stockholders' Equity - Series C
Stockholders' Equity - Series C Preferred Stock Issuances (Details) | 3 Months Ended | |||
Jul. 03, 2018 $ / shares shares | Mar. 31, 2023 shares | Mar. 31, 2024 $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | ||||
Preferred shares converted into common stock (in shares) | 1 | |||
Series C | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued (in shares) | 1,688 | 1,688 | ||
Issuance of common stock, net (in shares) | 10,826 | |||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | |
Convertible preferred stock, shares outstanding (in shares) | 1,688 | 1,688 | ||
Stock issued as a result of conversion (in shares) | 1 | |||
Conversion ratio | 0.08 | |||
Preferred Stock | Series C | ||||
Class of Stock [Line Items] | ||||
Convertible preferred stock, shares issued (in shares) | 1 | |||
Warrants | ||||
Class of Stock [Line Items] | ||||
Warrants issued (in shares) | 4,446 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock and Warrant Offering (Details) - USD ($) | 3 Months Ended | |||||
Feb. 16, 2024 | Feb. 15, 2024 | Oct. 03, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Proceeds from issuance of warrants | $ 5,000,000 | |||||
Payments of derivative issuance costs | 500,000 | |||||
Loss (gain) on fair value adjustment of warrants | 3,900,000 | $ (1,160,652) | $ 0 | |||
Offering costs | $ 209,118 | |||||
Inducement Expense | $ 2,567,044 | $ 0 | ||||
Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Derivative liability | $ 8,900,000 | |||||
Series A Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Exercise price per warrant (in dollars per share) | $ 1.91 | |||||
Warrants and rights, term | 1 year 1 month 6 days | 1 year 6 months | ||||
Loss (gain) on fair value adjustment of warrants | $ 346,869 | $ (669,466) | ||||
Series B Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Warrants and rights, term | 5 years | 4 years 7 months 6 days | 4 years 10 months 24 days | 4 years 6 months | ||
Loss (gain) on fair value adjustment of warrants | $ (601,224) | $ (286,007) | ||||
Series B Common Stock Purchase Warrant | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 980,393 | |||||
Exercise price per warrant (in dollars per share) | $ 2.10 | |||||
Proceeds from the exercise of warrants | $ 2,058,825 | |||||
Inducement Expense | $ 2,821,000 | |||||
Series B-1 and B-2 Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Exercise price per warrant (in dollars per share) | $ 1.91 | |||||
Series B-1 Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 735,295 | |||||
Warrants and rights, term | 5 years | 4 years 10 months 24 days | ||||
Series B-2 Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 735,295 | |||||
Warrants and rights, term | 1 year 6 months | 1 year 4 months 24 days | ||||
Registered Direct Offering | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Number of shares issued (in shares) | 400,000 | |||||
Offering price (in dollars per share) | $ 5.10 | |||||
Registered Direct Offering | Common Stock | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 580,393 | |||||
Exercise price per warrant (in dollars per share) | $ 5.09 | |||||
Private placement | Series A and Series B Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Exercise price per warrant (in dollars per share) | $ 4.85 | |||||
Private placement | Series A Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 980,393 | |||||
Warrants and rights, term | 5 years | |||||
Private placement | Series B Warrants | ||||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||
Class of warrant or right, number of securities called by warrants or rights (in shares) | 980,393 | |||||
Warrants and rights, term | 1 year 6 months |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Assumptions Used to Remeasure Warrant Liability (Details) | Mar. 31, 2024 $ / shares | Feb. 16, 2024 $ / shares | Feb. 15, 2024 $ / shares | Dec. 31, 2023 $ / shares |
Series B Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price (in dollars per share) | $ 2.49 | $ 2.56 | $ 2.56 | $ 3.24 |
Warrants and rights, term | 4 years 10 months 24 days | 5 years | 4 years 7 months 6 days | 4 years 6 months |
Series B Warrants | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.042 | 0.043 | 0.043 | 0.039 |
Series B Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.130 | 1.160 | 1.110 | 1.166 |
Series B Warrants | Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | 0 |
Series A Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price (in dollars per share) | $ 3.24 | $ 2.56 | $ 2.56 | |
Warrants and rights, term | 1 year 6 months | 1 year 1 month 6 days | ||
Series A Warrants | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.046 | 0.049 | ||
Series A Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.221 | 1.430 | ||
Series A Warrants | Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | 0 | |
Series B-1 Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price (in dollars per share) | $ 2.49 | $ 2.56 | ||
Warrants and rights, term | 4 years 10 months 24 days | 5 years | ||
Series B-1 Warrants | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.042 | 0.043 | ||
Series B-1 Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.130 | 1.160 | ||
Series B-1 Warrants | Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 | ||
Series B-2 Warrants | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Stock price (in dollars per share) | $ 2.49 | $ 2.56 | ||
Warrants and rights, term | 1 year 4 months 24 days | 1 year 6 months | ||
Series B-2 Warrants | Risk-free interest rate | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0.049 | 0.048 | ||
Series B-2 Warrants | Expected volatility | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 1.380 | 1.300 | ||
Series B-2 Warrants | Dividend yield | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Measurement input | 0 | 0 |
Stockholders' Equity - Componen
Stockholders' Equity - Components of Changes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instrument Liability | ||
Inducement expense | $ 2,567,044 | $ 0 |
Warrants | ||
Number of Warrants Outstanding | ||
Balance at the beginning of the period (in shares) | 1,960,786 | |
Issuance of Series B-1and Series B-2 warrants (in shares) | 1,470,590 | |
Exercise of warrants (in shares) | (980,393) | |
Balance at end of period (in shares) | 2,450,983 | |
Warrants | (Level 3) | ||
Derivative Instrument Liability | ||
Balance at the beginning of the period | $ 3,796,390 | |
Issuance of Series B-1 and Series B-2 warrants | 2,821,399 | |
Exercise of Series B warrants | (450,982) | |
Change in fair value of warrants | (1,160,652) | |
Balance at end of period | 4,751,800 | |
Warrants | (Level 3) | Series A Warrants | ||
Derivative Instrument Liability | ||
Modifications of warrants | 346,869 | |
Warrants | (Level 3) | Series B Warrants | ||
Derivative Instrument Liability | ||
Modifications of warrants | $ (601,224) |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Liabilities Measured on Recurring Basis (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, non-current | $ 1,101,000 | $ 1,634,000 |
Recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, non-current | 1,250,000 | 2,020,000 |
Derivative liabilities related to warrants | 4,751,800 | 3,796,390 |
Recurring basis | (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, non-current | 0 | 0 |
Derivative liabilities related to warrants | 0 | 0 |
Recurring basis | (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, non-current | 0 | 0 |
Derivative liabilities related to warrants | 4,751,800 | 3,796,390 |
Recurring basis | (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, non-current | 1,250,000 | 2,020,000 |
Derivative liabilities related to warrants | $ 0 | $ 0 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions Used to Calculate Fair Value (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of success of milestone achievements | 5% | 13% |
Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Probability of success of milestone achievements | 15% | 40% |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, fair value measurement input | 0.100 | 0.115 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value Disclosures [Abstract] | ||
Short-term portion of contingent consideration | $ 149,000 | $ 386,000 |
Non-current portion of contingent consideration | $ 1,101,000 | $ 1,634,000 |
Fair Value Measurements - Activ
Fair Value Measurements - Activity for Fair Value of Contingent Consideration (Details) - Acquisition-related Contingent Consideration - (Level 3) - Recurring basis | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at beginning of the period | $ 2,020,000 |
Change in fair value recorded in earnings | (770,000) |
Balance at end of the period | $ 1,250,000 |
Property and Equipment, net - P
Property and Equipment, net - PPE (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Less: Accumulated depreciation | $ (420,732) | $ (379,466) | |
Property and equipment, net | 0 | 29,487 | |
Depreciation | 30,758 | $ 18,037 | |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 358,548 | 346,770 | |
Estimated useful life (in years) | 3 years | ||
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 62,183 | $ 62,183 | |
Estimated useful life (in years) | 7 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) employee | Dec. 31, 2023 USD ($) employee | |
Payables and Accruals [Abstract] | ||
Research and development | $ 296,026 | $ 1,268,560 |
Professional fees | 0 | 319,157 |
Other | 497,727 | 851,634 |
Accrued expenses | $ 793,753 | 2,439,351 |
Restructuring reserve | $ 700,000 | |
Number of employees expected to be terminated | employee | 6 | 6 |
Number of positions eliminated | employee | 12 | 0 |
Expected restructuring costs | $ 100,000 |
Accounting for Share-Based Pa_3
Accounting for Share-Based Payments - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 06, 2024 $ / shares shares | Jun. 03, 2013 | Apr. 30, 2023 USD ($) shares | Mar. 31, 2024 USD ($) shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 3 years | ||||||
Contractual term (in years) | 10 years | ||||||
Stock-based liability awards converted to equity | $ | $ 3,000,000 | ||||||
Shares authorized (in shares) | 500,000 | ||||||
Granted (in shares) | 340,000 | ||||||
Shares available for grant (in shares) | 110,000 | ||||||
Total fair value of awards vested | $ | $ 700,000 | $ 500,000 | |||||
Unrecognized compensation cost related to non-vested stock | $ | $ 0 | ||||||
Historical forfeiture rate (as a percent) | 0.03 | 0.03 | 0.03 | 0.03 | |||
Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 1 year | ||||||
Grants (in shares) | 50,000 | ||||||
Granted (in dollars per share) | $ / shares | $ 2.29 | ||||||
Restricted Stock Units | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 2 years | ||||||
Restricted Stock Units | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period (in years) | 10 years |
Accounting for Share-Based Pa_4
Accounting for Share-Based Payments - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 705,770 | $ 1,930,753 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 705,770 | 1,193,460 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 0 | $ 737,293 |
Accounting for Share-Based Pa_5
Accounting for Share-Based Payments - Stock Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Number of Options | ||
Granted (in shares) | 340,000 | |
Stock options | ||
Number of Options | ||
Balance outstanding at the beginning of the period (in shares) | 391,737 | |
Granted (in shares) | 340,000 | |
Forfeited (in shares) | (109,243) | |
Balance outstanding at the end of the period (in shares) | 622,494 | 391,737 |
Awards outstanding, vested awards and those expected to vest at the end of the period (in shares) | 622,494 | |
Vested and exercisable at the end of the period (in shares) | 610,893 | |
Weighted Average Exercise Price Per Share | ||
Balance outstanding at the beginning of the period (in dollars per share) | $ 48.58 | |
Granted (in dollars per share) | 2.56 | |
Forfeited (in dollars per share) | 47.14 | |
Balance outstanding at the end of the period (in dollars per share) | 23.69 | $ 48.58 |
Awards outstanding, vested awards and those expected to vest at the end of the period (in dollars per share) | 23.63 | |
Vested and exercisable at the end of the period (in dollars per share) | $ 23.70 | |
Intrinsic Value | ||
Balance outstanding at the beginning of the period | $ 0 | |
Granted | 0 | |
Forfeited | 0 | |
Balance outstanding at the end of the period | 0 | $ 0 |
Awards outstanding, vested awards and those expected to vest at the end of the period | 0 | |
Vested and exercisable at the end of the period | $ 0 | |
Weighted Average Remaining Contractual Team | ||
Balance outstanding term (in years) | 8 years 6 months 7 days | 5 years 2 months 1 day |
Awards outstanding, vested awards and those expected to vest at the end of the period (in years) | 8 years 6 months 7 days | |
Vested and exercisable at the end of the period (in years) | 8 years 6 months 14 days | |
Stock options | Exercise price range one | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | $ 13.80 | |
Exercise price, high end of the range (in dollars per share) | 40,320 | |
Stock options | Exercise price range two | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | 2.56 | |
Exercise price, high end of the range (in dollars per share) | 2.56 | |
Stock options | Exercise price range three | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | 13.80 | |
Exercise price, high end of the range (in dollars per share) | 40,320 | |
Stock options | Exercise price range four | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | 2.56 | |
Exercise price, high end of the range (in dollars per share) | 40,320 | |
Stock options | Exercise price range five | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | 2.56 | |
Exercise price, high end of the range (in dollars per share) | 40,320 | |
Stock options | Exercise price range six | ||
Exercise Price Per Share | ||
Exercise price, low end of the range (in dollars per share) | 2.56 | |
Exercise price, high end of the range (in dollars per share) | $ 40,320 |
Accounting for Share-Based Pa_6
Accounting for Share-Based Payments - Weighted-Average Assumptions Used Black Scholes Model (Details) - Stock options | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Stock price (in dollars per share) | $ 2.56 |
Dividend yield (as a percent) | 0% |
Expected volatility (as a percent) | 116.70% |
Minimum | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Risk free interest rate (as a percent) | 4.29% |
Expected term (in years) | 2 years |
Maximum | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Risk free interest rate (as a percent) | 4.64% |
Expected term (in years) | 6 years |
Loss per Share - Computation of
Loss per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss | $ (2,853,806) | $ (13,259,921) |
Denominator: | ||
Weighted average common shares outstanding (in shares) | 5,072,511 | 3,811,482 |
Weighted average common shares outstanding (in shares) | 5,072,511 | 3,811,482 |
Net loss per share of common stock—basic (in dollars per share) | $ (0.56) | $ (3.48) |
Net loss per share of common stock—diluted (in dollars per share) | $ (0.56) | $ (3.48) |
Loss per Share - Narrative (Det
Loss per Share - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 shares | |
Earnings Per Share [Abstract] | |
Warrants exercised (in shares) | 326,000 |
Loss per Share - Schedule of Ou
Loss per Share - Schedule of Outstanding Securities Excluded from Computation of Basic and Diluted Weighted Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 3,335,393 | 661,185 |
Series A preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 159 | 159 |
Series C preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 778 | 829 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 50,000 | 0 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 622,494 | 444,637 |
Warrants – liability classified | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 2,450,983 | 0 |
Warrants – equity classified | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total anti-dilutive securities (in shares) | 210,979 | 215,559 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Aug. 31, 2023 | Oct. 31, 2019 | Jul. 31, 2014 | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease, right-of-use assets | $ 182,019 | $ 212,878 | ||||
Operating lease liabilities, current | 134,020 | 115,916 | ||||
Operating lease liabilities, non-current | 41,248 | $ 93,104 | ||||
Estimated incremental borrowing rate (as a percent) | 6.50% | 14.90% | ||||
Operating lease, rent credit | $ 38,995 | |||||
Rent expense | $ 99,914 | |||||
Weighted average remaining term (in years) | 1 year 4 months 2 days | |||||
Corporate Office Space | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term (in years) | 5 years | |||||
Renewal term (in years) | 2 years 3 months 18 days | |||||
Office and Research Laboratory | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term (in years) | 3 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments Under the Company's Noncancelable Operating Leases (Details) | Mar. 31, 2024 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
Remainder of 2024 | $ 96,702 |
2025 | 97,815 |
Total | 194,517 |
Present value adjustment | (19,249) |
Lease liability at September 30, 2023 | $ 175,268 |