Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Securities Act File Number | 001-37348 | |
Entity Registrant Name | Corbus Pharmaceuticals Holdings, Inc. | |
Entity Central Index Key | 0001595097 | |
Entity Tax Identification Number | 46-4348039 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 500 River Ridge Drive | |
Entity Address, City or Town | Norwood | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02062 | |
City Area Code | 617 | |
Local Phone Number | 963-0100 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CRBP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,686,693 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 14,103,120 | $ 13,723,681 |
Investments | 106,000,091 | 7,182,325 |
Restricted cash | 284,950 | 192,475 |
Prepaid expenses and other current assets | 1,308,336 | 2,447,549 |
Total current assets | 121,696,497 | 23,546,030 |
Restricted cash | 384,950 | 477,425 |
Property and equipment, net | 821,526 | 973,214 |
Operating lease right of use assets | 2,841,189 | 3,062,920 |
Other assets | 0 | 212,804 |
Total assets | 125,744,162 | 28,272,393 |
Current liabilities: | ||
Notes payable | 189,818 | 300,664 |
Accounts payable | 2,081,812 | 3,178,516 |
Accrued expenses | 9,398,225 | 11,030,506 |
Derivative liability | 10,882 | 39,450 |
Operating lease liabilities, current | 1,477,669 | 1,436,723 |
Current portion of long-term debt | 12,764,915 | 15,908,214 |
Total current liabilities | 25,923,321 | 31,894,073 |
Other long-term liabilities | 0 | 44,411 |
Operating lease liabilities, noncurrent | 2,855,140 | 3,238,631 |
Total liabilities | 28,778,461 | 35,177,115 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2024 and December 31, 2023. | 0 | 0 |
Common stock, $0.0001 par value; 300,000,000 shares authorized,10,507,237 and 4,423,683 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 1,050 | 442 |
Additional paid-in capital | 540,875,910 | 429,780,375 |
Accumulated deficit | (443,582,754) | (436,683,983) |
Accumulated other comprehensive loss | (328,505) | (1,556) |
Total stockholders’ equity | 96,965,701 | (6,904,722) |
Total liabilities and stockholders’ equity | $ 125,744,162 | $ 28,272,393 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 10,507,237 | 4,423,683 |
Common Stock, Shares, Outstanding | 10,507,237 | 4,423,683 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
Research and development | $ 5,761,494 | $ 13,388,343 |
General and administrative | 3,861,251 | 3,908,682 |
Total operating expenses | 9,622,745 | 17,297,025 |
Operating loss | (9,622,745) | (17,297,025) |
Other income (expense), net: | ||
Other income (expense), net | 2,909,097 | 229,507 |
Interest expense, net | (177,015) | (678,022) |
Change in fair value of derivative liability | 28,568 | 0 |
Foreign currency exchange gain (loss), net | (36,676) | 728 |
Other income (expense), net | 2,723,974 | (447,787) |
Net loss | $ (6,898,771) | $ (17,744,812) |
Earnings Per Share, Basic | $ (0.83) | $ (4.24) |
Earnings Per Share, Diluted | $ (0.83) | $ (4.24) |
Weighted Average Number of Shares Outstanding, Basic | 8,310,508 | 4,181,556 |
Weighted Average Number of Shares Outstanding, Diluted | 8,310,508 | 4,181,556 |
Comprehensive loss: | ||
Net Income (Loss) | $ (6,898,771) | $ (17,744,812) |
Other comprehensive (loss) income : | ||
Change in unrealized (loss) gain on marketable debt securities | (326,949) | 57,623 |
Total other comprehensive (loss) income | (326,949) | 57,623 |
Total comprehensive loss | $ (7,225,720) | $ (17,687,189) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance, value at Dec. 31, 2022 | $ 32,990,017 | $ 417 | $ 425,196,359 | $ (392,080,667) | $ (126,092) |
Beginning balance, shares at Dec. 31, 2022 | 4,171,297 | ||||
Common stock shares issued | 43,836 | ||||
Stock-based compensation expense | 1,026,379 | 1,026,379 | |||
Issuance of common stock upon exercise of stock options | 129,745 | $ 5 | 129,740 | ||
Change in unrealized gain (loss) on marketable debt securities | 57,623 | 57,623 | |||
Net Income (Loss) | (17,744,812) | (17,744,812) | |||
Ending balance, value at Mar. 31, 2023 | 16,458,952 | $ 422 | 426,352,478 | (409,825,479) | (68,469) |
Ending balance, shares at Mar. 31, 2023 | 4,215,133 | ||||
Beginning balance, value at Dec. 31, 2023 | (6,904,722) | $ 442 | 429,780,375 | (436,683,983) | (1,556) |
Beginning balance, shares at Dec. 31, 2023 | 4,423,683 | ||||
Issuance of common stock, net of issuance costs | 108,762,524 | $ 592 | 108,761,932 | ||
Common stock shares issued | 5,913,138 | ||||
Stock-based compensation expense | 982,016 | 982,016 | |||
Issuance of common stock upon exercise of stock options | $ 226,603 | $ 2 | 226,601 | ||
Issuance of common stock upon exercise of stock options, shares | 24,231 | 24,231 | |||
Issuance of common stock upon vesting of restricted stock, shares | 3,328 | ||||
Change in unrealized gain (loss) on marketable debt securities | $ (326,949) | (326,949) | |||
Issuance of common stock upon conversion of K2 Loan and Security Agreement, Shares | 142,857 | ||||
Issuance of common stock upon conversion of K2 Loan and Security Agreement, Value | 1,125,000 | $ 14 | 1,124,986 | ||
Net Income (Loss) | (6,898,771) | (6,898,771) | |||
Ending balance, value at Mar. 31, 2024 | $ 96,965,701 | $ 1,050 | $ 540,875,910 | $ (443,582,754) | $ (328,505) |
Ending balance, shares at Mar. 31, 2024 | 10,507,237 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Stock issuance cost | $ 6,861,543 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (6,898,771) | $ (17,744,812) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 982,016 | 1,026,379 |
Depreciation expense | 151,688 | 181,870 |
Net amortization on discount of investments | (909,495) | (201,908) |
Loss (gain) on foreign currency transaction | 34,475 | (2,917) |
Amortization of debt discount | 187,670 | 201,123 |
Change in fair value of derivative liability | (28,568) | 0 |
Realized loss on investments | 505 | 1,561 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other current assets | 1,228,992 | (561,219) |
Decrease (increase) in other assets | 212,804 | (27,090) |
Decrease in operating lease right of use asset | 221,731 | 195,784 |
(Decrease) increase in other long-term liabilities | (44,411) | 2,500,000 |
Decrease in accounts payable | (1,131,178) | (848,056) |
(Decrease) increase in accrued expenses | (1,632,281) | 469,050 |
Decrease in operating lease liabilities | (342,545) | (304,737) |
Net cash used in operating activities | (7,967,368) | (15,114,972) |
Cash flows from investing activities: | ||
Purchases of investments | (105,897,725) | (13,308,006) |
Proceeds from sales and maturities of investments | 7,662,000 | 18,857,710 |
Net cash (used in) provided by investing activities | (98,235,725) | 5,549,704 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 115,589,985 | 37,056 |
Repayment of notes payable | (110,846) | (150,066) |
Repayment of long-term borrowings | (2,205,969) | 0 |
Issuance costs paid for common stock financings | (6,690,638) | 0 |
Net cash provided by (used in) financing activities | 106,582,532 | (113,010) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 379,439 | (9,678,278) |
Cash, cash equivalents, and restricted cash at beginning of the period | 14,393,581 | 17,672,615 |
Cash, cash equivalents, and restricted cash at end of the period | 14,773,020 | 7,994,337 |
Supplemental disclosure of cash flow information and non-cash transactions: | ||
Cash paid during the period for interest | 547,375 | 641,458 |
Proceeds from issuance of common stock not yet received | 0 | 92,689 |
Common stock issuance costs not yet paid | 170,668 | 0 |
Issuance of common stock for conversion of convertible debt | $ 1,125,000 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,898,771) | $ (17,744,812) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Director and Officer Trading Arrangements On March 15, 2024 , Yuval Cohen , Ph.D., the Company's Chief Executive Officer and a member of the board of directors adopted a Rule 10b5-1 plan providing for the sale of up to 117,066 shares of the Company’s common stock. Pursuant to this plan, Dr. Cohen may sell shares of common stock beginning on June 13, 2024, subject to the terms of the agreement, and the plan terminates on March 15, 2025 . The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). Also on March 15, 2024 , Sean Moran , the Company’s Chief Financial Officer , adopted a Rule 10b5-1 plan providing for the sale of up to 42,606 shares of common stock. Pursuant to this plan, Mr. Moran may sell shares beginning on June 13, 2024, subject to the terms of the agreement, and the plan terminates on March 15, 2025 . The trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c). No other directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the first quarter of 2024. |
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 |
Yuval Cohen [Member] | |
Trading Arrangements, by Individual | |
Name | Yuval Cohen |
Title | Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 15, 2024 |
Termination Date | March 15, 2025 |
Aggregate Available | 117,066 |
Sean Moran [Member] | |
Trading Arrangements, by Individual | |
Name | Sean Moran |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | March 15, 2024 |
Termination Date | March 15, 2025 |
Aggregate Available | 42,606 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Business Corbus Pharmaceuticals Holdings, Inc. (the "Company" or "Corbus") is a precision oncology company with a diversified portfolio and is committed to helping people defeat serious illness by bringing innovative scientific approaches to well-understood biological pathways. Corbus’ pipeline is comprised of two experimental drugs targeting solid tumors: CRB-701, a next-generation antibody drug conjugate ("ADC") that targets the expression of Nectin-4 on cancer cells to release a cytotoxic payload and CRB-601, an anti-integrin monoclonal antibody that blocks the activation of TGFβ expressed on cancer cells. The pipeline also includes CRB-913, a highly peripherally restricted cannabinoid type-1 ("CB1") receptor inverse agonist for the treatment of obesity. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company’s business is subject to significant risks and uncertainties and the Company will be dependent on raising substantial additional capital before it becomes profitable, and it may never achieve profitability. Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP") for interim financial reporting. In the opinion of management of the Company, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the condensed consolidated financial position of the Company as of March 31, 2024 and the results of its operations and changes in stockholders’ equity for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The December 31, 2023 condensed consolidated balance sheet was derived from audited financial statements. The Company prepared the condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 , filed on March 12, 2024 (the “2023 Annual Report”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year. Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. The significant accounting policies used in preparation of these condensed consolidated financial statements in this Form 10-Q are consistent with those discussed in Note 3, “Significant Accounting Policies,” in our 2023 Annual Report. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | . LIQUIDITY The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has incurred recurring losses since inception and as of March 31, 2024, had an accumulated deficit of approximately $ 443,583 ,000 . The Company anticipates operating losses to continue for the foreseeable future due to, among other things, costs related to research funding, development of its product candidates and its pre-clinical and clinical programs, strategic alliances, and the development of its administrative organization. The Company expects the cash, cash equivalents, and investments of approximately $ 120,103,000 at March 31, 2024 will be sufficient to meet its operating and capital requirements at least twelve months from the issuance of this Quarterly Report on Form 10-Q. The source, timing and availability of any future financing will depend principally upon market conditions, and, more specifically, on the progress of the Company’s clinical development programs. Funding may not be available when needed, at all, or on terms acceptable to the Company. Lack of necessary funds may require the Company to, among other things, delay, scale back or eliminate some or all of the Company’s planned clinical or pre-clinical trials. On May 31, 2023, the Company entered into Amendment No. 1 to the Open Market Sale Agreement originally dated August 6, 2020 (the “Open Market Sale Agreement”) with Jefferies LLC (“Jefferies”), as sales agent, pursuant to which the Company may issue and sell, from time to time, through Jefferies, shares of its common stock, and pursuant to which Jefferies may sell the common stock by any method permitted by law deemed to be an “at-the-market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay Jefferies a commission of 3.0 % of the aggregate gross proceeds from each sale of common stock and have agreed to provide Jefferies with customary indemnification and contribution rights. The Company has also agreed to reimburse Jefferies for certain specified expenses. As of January 29, 2024 , the Company was authorized to offer and sell up to $ 75,000,000 of its common stock pursuant to the Open Market Sale Agreement and during the three months ended March 31, 2024 , the Company sold 939,388 shares of its common stock for which the Company received gross proceeds of approximately $ 21,123,000 , less issuance costs incurred of approximately $ 972,000 (see Note 12). On January 31, 2024, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters, relating to an underwritten public offering of 4,325,000 shares of the Company’s common stock at a price to the public of $ 19.00 per share. The underwriters were also granted a 30-day option to purchase up to an additional 648,750 shares of common stock at the public offering price. On January 31, 2024, Jefferies gave notice to the Company of the underwriters’ election to exercise the option to purchase additional shares, in full. On February 2, 2024, the Company completed the public offering raising gross proceeds of approximately $ 94,500,000 and net proceeds of $ 88,600,000 after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The Company filed a new shelf registration statement and prospectus supplement effective March 20, 2024 for which the Company is authorized to offer and sell up to $ 150,000,000 of its common stock pursuant to the Open Market Sale Agreement. During the three months ended March 31, 2024 , the Company had no t made any sales under this shelf registration statement and prospectus supplement. |
CASH, CASH EQUIVALENTS, AND RES
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | . CASH, CASH EQUIVALENTS, AND RESTRICTED CASH The Company considers only those investments which are highly liquid, readily convertible to cash, and that mature within 90 days from the date of purchase to be cash equivalents. At March 31, 2024 and December 31, 2023, cash equivalents were comprised of money market funds, commercial paper, and other debt securities with maturities less than 90 days from the date of purchase. Restricted cash as of March 31, 2024 included security for a stand-by letter of credit issued in favor of a landlord for $ 669,900 of which $ 284,950 was classified in current assets and $ 384,950 was classified in noncurrent assets as of March 31, 2024. Cash, cash equivalents, and restricted cash consist of the following: March 31, 2024 December 31, 2023 Cash $ 4,956,832 $ 4,028,733 Cash equivalents 9,146,288 9,694,948 Cash and cash equivalents 14,103,120 13,723,681 Restricted cash, current 284,950 192,475 Restricted cash, noncurrent 384,950 477,425 Restricted cash 669,900 669,900 Total cash, cash equivalents, and restricted cash shown in the statement of cash $ 14,773,020 $ 14,393,581 As of March 31, 2024 , the Company’s cash and cash equivalents held in the United States ("U.S.") was approximately $ 9,274,000 and approximately $ 4,829,000 of cash was held in its subsidiaries in the United Kingdom and Australia. As of December 31, 2023, all of the Company’s cash was held in the U.S., except for approximately $ 3,772,000 of cash which was held in its subsidiaries in the United Kingdom and Australia. Our foreign subsidiaries in the United Kingdom and Australia may qualify for refundable research and development tax credits in the form of cash that were earned on certain research and development expenses incurred primarily outside of the U.S. In the period ending March 31, 2024, the Company received refundable research and development credits from foreign tax authorities of approximately $ 2,543,000 that were recorded in other income (expense), net. No future conditions impact the recognition of these tax credits. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | . INVESTMENTS The following table summarizes the Company’s investments as of March 31, 2024: Amortized Cost Gross Gross Fair Value Debt Securities: Commercial paper $ 15,848,555 $ — $ ( 34,351 ) $ 15,814,204 Corporate debt securities 90,479,731 5,178 ( 299,022 ) 90,185,887 Total $ 106,328,286 $ 5,178 $ ( 333,373 ) $ 106,000,091 The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable debt securities by contractual maturity as of March 31, 2024: Amortized Cost Fair Value Maturing in one year or less $ 62,499,737 $ 62,371,492 Maturing after one year but less than three years 43,828,549 43,628,599 $ 106,328,286 $ 106,000,091 The following table summarizes the Company’s investments as of December 31, 2023: Amortized Cost Gross Gross Fair Value Debt Securities: Corporate debt securities 7,183,066 679 ( 1,420 ) 7,182,325 Total $ 7,183,066 $ 679 $ ( 1,420 ) $ 7,182,325 The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable debt securities by contractual maturity as of December 31, 2023: Amortized Cost Fair Value Maturing in one year or less $ 7,183,066 $ 7,182,325 $ 7,183,066 $ 7,182,325 |
FAIR VALUE OF FINANCIAL ASSETS
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES | . FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2024: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 7,327,907 $ — $ — $ 7,327,907 Corporate debt securities — 1,818,381 — 1,818,381 Investments: Commercial paper — 15,814,204 — 15,814,204 Corporate debt securities — 90,185,887 — 90,185,887 $ 7,327,907 $ 107,818,472 $ — $ 115,146,379 Liabilities: Derivative liabilities $ — $ — $ 10,882 $ 10,882 The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2023: Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 7,832,675 $ — $ — $ 7,832,675 Corporate debt securities — 1,862,273 — 1,862,273 Investments: Corporate debt securities — 7,182,325 — 7,182,325 $ 7,832,675 $ 9,044,598 $ — $ 16,877,273 Liabilities: Derivative liabilities $ — $ — $ 39,450 $ 39,450 |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2024 | |
License Agreements | |
LICENSE AGREEMENTS | . LICENSE AGREEMENTS The Company entered into a license agreement (the “Jenrin License Agreement”) with Jenrin Discovery, LLC ("Jenrin"), a privately-held Delaware limited liability company, effective September 20, 2018. Pursuant to the Jenrin License Agreement, Jenrin granted the Company exclusive worldwide rights to develop and commercialize the Licensed Products (as defined in the Jenrin Agreement) which includes the Jenrin library of over 600 compounds and multiple issued and pending patent filings. The compounds are designed to treat inflammatory and fibrotic diseases by targeting the endocannabinoid system. In consideration of the license and other rights granted by Jenrin, the Company paid Jenrin a $ 250,000 upfront cash payment and is obligated to pay potential milestone payments to Jenrin totaling up to $ 18,400,000 for each compound it elects to develop based upon the achievement of specified development and regulatory milestones. In addition, the Company is obligated to pay Jenrin royalties in the mid, single digits based on net sales of any Licensed Products, subject to specified reductions. The Company entered into a license agreement (the “Milky Way License Agreement”) with Milky Way BioPharma, LLC (“Milky Way”), a subsidiary of Panorama Research Inc., effective May 25, 2021. Pursuant to the Milky Way License Agreement, the Company received an exclusive license, under certain patent rights and know-how owned or controlled by Milky Way, to develop, commercialize, and otherwise exploit products containing antibodies against integrin αvβ6 and/or integrin αvβ8 (“Licensed Products”), one of which the Company is referring to as CRB-602. Under the terms of the Milky Way License Agreement, the Company will have sole responsibility for research, development, and commercialization of any Licensed Products, and Company has agreed to use commercially reasonable efforts to perform these activities. The Milky Way Agreement may be terminated earlier in specified situations, including termination for material breach or termination by the Company with advance notice. A notice of termination without reason was executed by the Company and sent to Milky Way on January 25, 2024, terminating the Milky Way Agreement effective as of July 23, 2024. The Company entered into a license agreement (the “UCSF License Agreement”) with the Regents of the University of California (“The Regents”) effective May 26, 2021. Pursuant to the UCSF License Agreement, the Company received an exclusive license to certain patents relating to humanized antibodies against integrin αvβ8, one of which the Company is referring to as CRB-601, along with non-exclusive licenses to certain related know-how and materials. The Company amended the UCSF License Agreement with The Regents effective November 17, 2022 adding additional antibody patents to the agreement. In consideration for the license and other rights granted to the Company under the UCSF License Agreement, the Company paid The Regents a license issue fee of $ 1,500,000 . In consideration for the additional antibody patents granted to the Company, the Company paid The Regents a license issue fee of $ 750,000 , payable in two equal installments of $ 375,000 (first payment paid during the first quarter 2023 and the second payment paid during the first quarter 2024). The Company further amended the UCSF License Agreement with The Regents effective August 14, 2023 to incorporate certain new technology rights and amend the payment schedule for the development milestone for the filing of patent rights and the development milestone for the filing of an Investigational New Drug ("IND"). In addition to the license issuance fees, the Company is obligated to pay an annual license maintenance fee, as well as up to $ 153,150,000 in potential milestone payments, excluding indication milestones for antibodies used for diagnostic products and services that will be an additional $ 50,000 for each new indication, for the achievement of certain development, regulatory, and sales milestones. In addition, the Company is also obligated to pay royalties in the lower, single digits on sales of products falling within the scope of the licensed patents, which is subject to a minimum annual royalty obligation, and a percentage share of certain payments received by the Company from sublicensees or in connection with the sale of the licensed program. The Company entered into a license agreement (the “CSPC License Agreement”) with CSPC Megalith Biopharmaceutical Co., Ltd ("CSPC"), a subsidiary of CSPC Pharmaceutical Group Limited, effective February 12, 2023. Pursuant to the CSPC License Agreement, the Company received an exclusive license to develop and commercialize a novel clinical stage antibody drug conjugate targeting Nectin-4, which the Company is referring to as CRB-701, in the U.S., Canada, the European Union (including the European Free Trade Area), the United Kingdom, and Australia. In consideration for the license granted to the Company under the CSPC License Agreement, the Company will pay CSPC an upfront payment of $ 7,500,000 ($ 5,000,000 paid at signing during the first quarter 2023 followed by a $ 2,500,000 payment due in August 2024). The Company is obligated to pay potential milestone payments to CSPC totaling up to $ 130,000,000 based upon the achievement of specified development and regulatory milestones and $ 555,000,000 in potential commercial milestone payments. In addition, we are obligated to pay royalties in the low double digits based on net sales of any Licensed Products, as defined in the CSPC License Agreement. The Company determined that substantially all of the fair value of the Jenrin License Agreement and CSPC License Agreement was attributable to a single in-process research and development asset which did not constitute a business. The Company determined that substantially all of the fair value of the Milky Way License Agreement and the UCSF License Agreement was attributable to separate groups of in-process research and development assets which did not constitute a business. The Company concluded that it did no t have any alternative future use for the acquired in-process research and development assets. Thus, the Company recorded the various upfront payments to research and development expenses in the quarter the license deals became effective. The Company will account for the development, regulatory, and sales milestone payments in the period that the relevant milestones are achieved as either rese arch and development expense or as an intangible asset as applicable. As of March 31, 2024 , the Company has accrued license costs of $ 4,525,000 included within accrued expenses on the condensed consolidated balance sheet related to the remaining $ 2,500,000 due to CSPC under the CSPC License Agreement for an upfront license payment and $ 2,025,000 due to The Regents under the UCSF License Agreement for achieved milestone payments ($ 400,000 due on June 30, 2024 and $ 1,625,000 due on December 30, 2024 based upon the amended payment schedule). The research and development expense associated with these accruals were recorded in prior periods when the milestones were achieved. For the three months ended March 31, 2024 , no additional milestone payments have been achieved under any of the above agreements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | . PROPERTY AND EQUIPMENT Property and equipment consisted of the following: March 31, December 31, Computer hardware and software $ 83,711 $ 83,711 Office furniture and equipment 1,113,980 1,113,980 Leasehold improvements 3,330,855 3,330,855 Property and equipment, gross 4,528,546 4,528,546 Less: accumulated depreciation ( 3,707,020 ) ( 3,555,332 ) Property and equipment, net $ 821,526 $ 973,214 Depreciation expense was $ 151,688 and $ 181,870 for the three months ended March 31, 2024 and 2023, respectively. The Company notes no impairment charges were taken in the three months ended March 31, 2024 and 2023 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | . COMMITMENTS AND CONTINGENCIES Operating Lease Commitment Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at March 31, 2024, the following table summarizes the Company’s maturities of operating lease liabilities as of March 31, 2024: 2024 $ 1,316,516 2025 1,794,889 2026 1,688,145 Total lease payments 4,799,550 Less: imputed interest ( 466,741 ) Total $ 4,332,809 Sublease Commitment Effective August 26, 2021, the Company entered into a sublease agreement with a third party to sublease 12,112 square feet of the 30,023 square feet currently being leased under one of its two existing lease agreements. The sublease commenced on October 1, 2021 and was scheduled to end on October 31, 2026, however, it is in the process of being terminated early . As the Company does not expect to receive any additional sublease rent payments, rent receivables of approximately $ 250,000 included in other assets were reversed. The Company recorded sublease expense of $ 168,394 for the three months ended March 31, 2024 and sublease income of $ 55,133 for the three months ended March 31, 2023 w as recognized and offset against rent expense. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | . NOTES PAYABLE D&O Financing In November 2023, the Company entered into a loan agreement with a financing company for $ 373,320 to finance one of the Company’s insurance policies. The terms of the loan stipulate equal monthly payments of principal and interest payments of $ 38,741 over a 10-month period . Interest accrues on this loan at an annual rate of 8.15 %. Prepaid expenses as of March 31, 2024 and December 31, 2023, included approximately $ 241,967 and $ 345,667 , respectively, related to the underlying insurance policy being financed. Loan and Security Agreement with K2 HealthVentures LLC On July 28, 2020, the Company, with its subsidiary, Corbus Pharmaceuticals, Inc., as borrower, entered into a secured Loan and Security Agreement with K2 HealthVentures LLC (“K2HV”), an unrelated third party (the “Loan and Security Agreement”) and received $ 20,000,000 upon signing. The loan matures on August 1, 2024 and the Company is obligated to make interest only payments for the first 24 months and then interest and equal principal payments for the next 24 months commencing on September 1, 2022 . The Company entered into an Amendment to the Loan and Security Agreement (the "Amended Loan and Security Agreement") on October 25, 2022. The Amended Loan and Security Agreement deferred the commencement of principal repayments by a one-year period from September 1, 2022 to September 1, 2023 and if the Company raises at least $30 million in net proceeds through capital raising transactions, the commencement of principal repayments will be deferred by an additional six months to March 1, 2024. Interest accrues at a variable annual rate equal to the greater of (i) 8.5% and (ii) the rate of interest noted in The Wall Street Journal, Money Rates section, as the “Prime Rate” plus 5.25%, in each case, subject to a step-down of 25 basis points upon the funding of the second tranche . The interest rate used at March 31, 2024 was 13.75 %. In accordance with ASC Topic No. 470-50, “Debt – Modifications and Extinguishments” (Topic No. 470), the amendment noted above was determined to be a modification, thus no gain or loss was recorded. Pursuant to the Loan and Security Agreement, K2HV may elect to convert up to $ 5,000,000 of the outstanding loan balance into shares of the Company’s common stock at a conversion price of $ 282.00 per share. The Amended Loan and Security Agreement adjusts the conversion price of $ 2,000,000 of the maximum $ 5,000,000 convertible amount by adjusting the conversion price of $ 875,000 of the loan from $ 282.00 per share to $ 4.50 per share, and $ 1,125,000 of the loan from $ 282.00 per share to $ 7.875 per share. The remaining $ 3,000,000 will continue to have a conversion price of $ 282.00 per share. The decrease in the conversion price resulted in an increase in the fair value of the conversion option of $ 573,000 , which was recorded as an increase to the debt discount and additional paid in capital as of December 31, 2022. On June 1, 2023, K2HV converted $ 875,000 of the outstanding loan balance into 194,444 shares of the Company's stock at a conversion price of $ 4.50 per share. On March 6, 2024, K2HV converted $ 1,125,000 of the outstanding loan balance into 142,857 shares of the Company's stock at a conversion price of $ 7.875 per share. As of March 31, 2024 , $ 3,000,000 of the outstanding loan balance remains available to convert into shares of the Company's common stock. In connection with the Loan and Security Agreement, on July 28, 2020, the Company issued K2HV a warrant to purchase up to 2,873 common shares (the “K2 Warrant”) at an exercise price of $ 208.80 (the “Warrant Price”). The K2 Warrant may be exercised either for cash or on a cashless “net exercise” basis and expires on July 28, 2030. The total proceeds attributed to the K2 Warrant was approximately $ 472,000 based on the relative fair value of the K2 Warrant as compared to the sum of the fair values of the K2 Warrant, prepayment feature, default feature, and debt. Total proceeds attributed to the prepayment and default features was approximately $ 546,000 . The Company also incurred approximately $ 1,244,000 of debt issuance costs from the Loan and Security Agreement. In connection with entering into the Amended Loan and Security Agreement, the Company incurred an additional $ 119,000 of debt issuance costs. The proceeds attributed to the K2 Warrant, the prepayment and default features, and the debt issuance costs are all included in the debt discount. See Note 14 for more detail on assumptions used in the valuation of the K2 warrant and see Note 15 for more information on the assumptions used in valuation of the default and prepayment features. The Company is required to make a final payment in excess of the stated principal equal to $ 1,590,000 at the end of the loan. This payment has been amortized over the life of the loan through interest expense, net within the condensed consolidated statements of operations and comprehensive loss and is included in accrued expense on the condensed consolidated balance sheet as of March 31, 2024. The total principal amount of the loan under the Amended Loan and Security Agreement outstanding at March 31, 2024 , including the $ 1,590,000 final payment discussed above, is $ 14,562,769 . Upon the occurrence of an Event of Default (as defined in the Loan and Security Agreement), and during the continuance of an Event of Default, the applicable rate of interest, described above, will be increased by 5.00 % per annum. The secured term loan maturity date is August 1, 2024 , and the Loan and Security Agreement includes both financial and non-financial covenants. The Company was in compliance with these covenants as of March 31, 2024. The obligations under the Loan and Security Agreement are secured on a senior basis by a lien on substantially all of the assets of the Company and its subsidiaries. The subsidiaries of the Company are guarantors of the obligations of the Company under the Loan and Security Agreement. The total debt discount related to the Amended Loan and Security Agreement of approximately $ 2,954,000 is being charged to interest expense using the effective interest method over the term of the debt. At March 31, 2024 and December 31, 2023, the fair value of our outstanding debt, which is considered level 3 in the fair value hierarchy, approximates carrying value. Interest expense for the three months ended March 31, 2024 was approximately $ 812,000 . Interest expense for the three months ended March 31, 2023 was approximately $ 937,000 . The net carrying amounts of the liability components consists of the following: March 31, 2024 December 31, 2023 Principal $ 12,972,769 $ 16,303,738 Less: debt discount ( 2,954,390 ) ( 2,954,390 ) Accretion of debt discount 2,746,536 2,558,866 Net carrying amount $ 12,764,915 $ 15,908,214 Less: current portion of long-term debt ( 12,764,915 ) ( 15,908,214 ) Total long-term debt, net of discount $ - $ - The following table summarizes the future principal payments, including the $ 1,590,000 final payment, due under the current portion of long-term debt: Quarterly Periods Ending Principal Payments and final payment on Loan Agreement June 30, 2024 $ 2,152,447 September 30, 2024 12,410,322 December 31, 2024 — Total Fiscal Year Ending 2024 $ 14,562,769 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | 10. ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, December 31, Accrued pre-clinical and clinical costs $ 700,430 $ 1,449,188 Accrued product development costs 1,506,800 745,447 Accrued license costs 4,525,000 4,825,000 Accrued compensation 800,246 2,325,488 Accrued administrative costs 420,008 343,285 Accrued interest 1,445,741 1,342,098 Total $ 9,398,225 $ 11,030,506 For the three months ended March 31, 2024 and 2023 , there were no material adjustments to the Company’s prior period estimates of accrued expenses for clinical trials. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 11. NET LOSS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Net loss $ ( 6,898,771 ) $ ( 17,744,812 ) Weighted average number of common shares-basic 8,310,508 4,181,556 Net loss per share of common stock-basic $ ( 0.83 ) $ ( 4.24 ) Stock options and warrants that have not been exercised and unvested restricted stock units (see Notes 13 and 14) have been excluded from the diluted calculation as all periods presented have a net loss and the impact of these securities would be anti-dilutive. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS' EQUITY Preferred Stock The Company has authorized 10,000,000 shares of preferred stock, $ 0.0001 par value per share, of which 0 shares were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. Common Stock The Company has authorized 300,000,000 shares of common stock, $ 0.0001 par value per share, of which 10,507,237 and 4,423,683 shares were issued and outstanding as of March 31, 2024 and December 31, 2023, respectively. On May 31, 2023, the Company entered into the Open Market Sale Agreement with Jefferies pursuant to which Jefferies is serving as the Company’s sales agent to sell shares of the Company’s common stock through an “at the market offering.” As of January 29, 2024 , the Company was authorized to offer and sell up to $ 75,000,000 of its common stock pursuant to the Open Market Sale Agreement and during the three months ended March 31, 2024 , the Company sold 939,388 shares of its common stock for which the Company received gross proceeds of approximately $ 21,123,000 . The Company incurred total issuance costs of approximately $ 972,000 , which have been recorded to additional paid-in capital to offset proceeds. On January 31, 2024, the Company entered into an underwriting agreement with Jefferies, as representative of the several underwriters, relating to an underwritten public offering of 4,325,000 shares of the Company’s common stock, par value $ 0.0001 , at a price to the public of $ 19.00 per share. The underwriters were also granted a 30-day option to purchase up to an additional 648,750 shares of common stock at the public offering price. On January 31, 2024, Jefferies gave notice to the Company of the underwriters’ election to exercise the option to purchase additional shares, in full. On February 2, 2024, the Company completed the public offering raising gross proceed of approximately $ 94,500,000 and net proceeds of $ 88,600,000 after deducting underwriting discounts and commissions and other offering expenses payable by the Company. The Company filed a new shelf registration statement and prospectus supplement effective March 20, 2024 for which the Company is authorized to offer and sell up to $ 150,000,000 of its common stock pursuant to the Open Market Sale Agreement. During the three months ended March 31, 2024 , the Company had no t made any sales against this shelf registration statement and prospectus supplement. During the three months ended March 31, 2023, the Company did not sell any shares of its common stock under the Open Market Sale Agreement. During the three months ended March 31, 2024 and 2023 , the Company issued 142,857 and 0 shares of common stock in a conversion pursuant to the K2HV Amended Loan and Security Agreement, respectively. During the three months ended March 31, 2024 and 2023 , the Company issued 24,231 and 43,836 shares of common stock upon the exercise of stock options to purchase common stock and the Company received proceeds of $ 226,603 and $ 129,745 from those exercises, respectively. During the three months ended March 31, 2024 and 2023, the Company issue d 3,328 and 0 comm on shares from the vesting of shares from restricted stock under the 2014 Plan. No warrants were exercised during the three months ended March 31, 2024 and 2023 . |
STOCK-BASED COMPENSATION AWARDS
STOCK-BASED COMPENSATION AWARDS | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AWARDS | 13. STOCK-BASED COMPENSATION AWARDS In April 2014, the Company adopted the Corbus Pharmaceuticals Holdings, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). Pursuant to the 2014 Plan, the board of directors may grant incentive and nonqualified stock options and restricted stock to employees, officers, directors, consultants, and advisors. On March 14, 2024, the board of directors adopted the 2024 Equity Compensation Plan (the “2024 Plan”), subject to stockholder approval at the annual meeting of stockholders scheduled for May 16, 2024. Pursuant to the terms of an annual evergreen provision in the 2014 Plan, the number of shares of common stock available for issuance under the 2014 Plan automatically increased on January 1 of each year by at least seven percent ( 7 %) of the total number of shares of common stock outstanding on December 31st of the preceding calendar year, or, pursuant to the terms of the 2014 Plan, in any year, the board of directors may determine that such increase will provide for a lesser number of shares. In accordance with the terms of the 2014 Plan, and pursuant to the annual evergreen provision contained in the 2014 Plan, effective as of January 1, 2023, the number of shares of common stock available for issuance under the 2014 Plan increased by 291,991 shares, which was seven percent ( 7 %) of the outstanding shares of common stock on December 31, 2022. As of January 1, 2023, there was a total reserve of 1,436,558 shares and 741,870 shares available for future grants. As of March 31, 2023 , there were 510,671 shares available for future grants. In accordance with the terms of the 2014 Plan, effective as of January 1, 2024, the number of shares of common stock available for issuance under the 2014 Plan increased by 309,658 shares, which was seven percent ( 7 %) of the outstanding shares of common stock on December 31, 2023. As of January 1, 2024, there was a total reserve of 1,746,215 shares and 899,015 shares available for future grants. On March 14, 2024, the board of directors approved the 2024 Plan and determined to cease the grant of any new awards under the 2014 Plan. Stock-based Compensation Expense In connection with all stock-based compensation awards, total non-cash, stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss was as follows: Three Months Ended March 31, 2024 2023 Research and development expenses $ 135,773 $ 93,922 General and administrative expenses 846,243 932,457 Total stock-based compensation $ 982,016 $ 1,026,379 The total stock-based compensation expense recognized by award type was as follows: Three Months Ended March 31, 2024 2023 Stock options $ 830,349 $ 1,023,741 Restricted stock units 151,667 2,638 Total stock-based compensation $ 982,016 $ 1,026,379 Stock Options The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table, except for the expected term for non-employees as noted in the following paragraph . The expected term of employee options granted under the 2014 Plan, all of which qualify as “plain vanilla” per SEC Staff Accounting Bulletin 107, is determined based on the simplified method due to the Company’s limited operating history and is 6.25 years based on the average between the vesting period and the contractual life of the option. For non-employee options, the Company has elected to utilize the contractual term as the expected term. The risk-free rate is based on the yield of a U.S. Treasury security with a term consistent with that used to value the option. The weighted average assumptions used principally in determining the fair value of stock options granted to employees were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.22 % 3.85 % Expected dividend yield 0 % 0 % Expected term in years (employee options) 6.25 6.25 Expected volatility 123.75 % 100.13 % A summary of stock option activity for the three months ended March 31, 2024 is presented below: Stock Options Shares Weighted Weighted Average Aggregate Outstanding at December 31, 2023 708,762 $ 63.96 Granted 200,119 23.79 Exercised ( 24,231 ) — Forfeited or canceled ( 54,879 ) 9.29 Expired ( 8,967 ) 107.10 Outstanding at March 31, 2024 820,804 $ 58.96 7.01 $ 12,295,938 Exercisable at March 31, 2024 432,919 $ 93.95 5.05 $ 3,973,340 The weighted average grant-date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was $ 21.25 and $ 3.44 per share, respectively. The aggregate intrinsic value of options exercised during the three months ended March 31, 2024 and 2023 was $ 724,213 and $ 92,689 , respectively. As of March 31, 2024, there was $ 6,107,211 of total unrecognized compensation expense related to unvested stock-based option compensation arrangements, which are expected to be recognized over a weighted average period of 1.63 years. Restricted Stock Units A RSU represents the right to receive one share of our common stock upon vesting of the RSU. The fair value of each RSU is based on the closing price of our common stock on the date of grant. Pursuant to the 2014 Plan, the Company grants RSUs with service conditions that vest in four equal annual installments provided that the employee remains employed with the Company on the vesting date. A summary of RSU activity for the three months ended March 31, 2024 is presented below: RSU's Number of Shares Underlying RSUs Weighted Unvested at December 31, 2023 17,911 $ 5.14 Granted 200,123 $ 23.79 Forfeited ( 2,193 ) $ 17.15 Vested ( 3,348 ) $ 4.26 Unvested at March 31, 2024 212,493 $ 22.59 As of March 31, 2024, there was $ 4,648,917 of unrecognized compensation expense related to unvested RSUs, which are expected to be recognized over a weighted average period of 2.42 years. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2024 | |
Warrants | |
WARRANTS | 14. WARRANTS No warrants were exercised during the three months ended March 31, 2024 and 2023. At March 31, 2024, there were warrants outstanding to purchase 50,207 shares of common stock with a weighted average exercise price of $ 283.81 and a weighted average remaining life of 1.35 years. On January 26, 2018, the Company entered into an Investment Agreement with the Cystic Fibrosis Foundation ("CFF") that included issuance of a warrant to purchase an aggregate of 33,334 shares of the Company’s common stock (the “CFF Warrant”) at an exercise price of $ 396.00 per share. The CFF Warrant is currently exercisable for 33,334 shares of the Company’s common stock and expires on January 26, 2025 . Any shares of the Company’s common stock issued upon exercise of the CFF Warrant will be unregistered and subject to a one-year lock-up. The CFF Warrant is classified as equity as it meets all the conditions under U.S. GAAP for equity classification. In accordance with U.S. GAAP, the Company has calculated the fair value of the warrant for initial measurement and will reassess whether equity classification for the warrant is appropriate upon any changes to the warrants or capital structure, at each balance sheet date. The weighted average assumptions used in determining the $ 6,215,225 fair value of the CFF Warrant were as follows: Risk-free interest rate 2.60 % Expected dividend yield 0 % Expected term in years 7.00 Expected volatility 83.5 % On July 28, 2020, the Company entered into the Loan and Security Agreement with K2HV and in connection with the funding of $ 20,000,000 , the Company issued a warrant exercisable for 2,873 shares of the Company’s common stock (the “K2 Warrant”) at an exercise price of $ 208.80 per share. The K2 Warrant is immediately exercisable for 2,873 shares and expires on July 28, 2030 . Any shares of the Company’s common stock issued upon exercise of the K2 Warrant are permitted to be settled in unregistered shares. The K2 Warrant is classified as equity as it meets all the conditions under U.S. GAAP for equity classification. In accordance with U.S. GAAP, the Company has calculated the fair value of the warrant for initial measurement and will reassess whether equity classification for the warrant is appropriate upon any changes to the warrants or capital structure, at each balance sheet date. The weighted average assumptions used in determining the $ 472,409 fair value of the K2 Warrant were as follows: Risk-free interest rate 0.60 % Expected dividend yield 0 % Expected term in years 10.00 Expected volatility 80.0 % On October 16, 2020, the Company entered into a professional services agreement with an investor relations service provider. Pursuant to the agreement, the Company issued warrants exercisable for a total of 14,000 shares of the Company’s common stock (the “Warrants”) at an exercise price of $ 32.10 per share. The Warrants became fully vested on October 19, 2021 and expire on November 3, 2025 . Any shares of the Company’s common stock issued upon exercise of the Warrants are permitted to be settled in unregistered shares. The Warrants are classified as equity as they meet all the conditions under U.S. GAAP for equity classification. In accordance with U.S. GAAP, the Company has calculated the fair value of the warrants for initial measurement and will reassess whether classification for the warrant is appropriate upon any changes to the warrants or capital structure, at each balance sheet date. The weighted average assumptions used in determining the $ 334,740 fair value of the Warrants were as follows: Risk-free interest rate 0.90 % Expected dividend yield 0 % Expected term in years 5.00 Expected volatility 100.6 % |
DERIVATIVE LIABILITY
DERIVATIVE LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE LIABILITY | 15. DERIVATIVE LIABILITY On July 28, 2020, the Company, with its subsidiary, Corbus Pharmaceuticals, Inc., as borrower, entered into the secured Loan and Security Agreement with K2HV and received $ 20,000,000 upon signing. The Company has determined that a prepayment feature and default feature needed to be separately valued and marked to market each reporting period after assessing the agreement under ASC 815. The value of these features is determined each reporting period by taking the present value of net cash flows with and without the prepayment features. The significant assumption used to determine the fair value of the debt without any features is the discount rate which has been estimated by using published market rates of CCC-rated public companies. All other inputs are taken from the Loan and Security Agreement. The additional significant assumptions used when valuing the prepayment feature is the probability of a change of control event. The Company has determined the probability from December 31, 2023 to March 31, 2024 has stayed consistent at 10 % . The additional significant assumption used when valuing the default feature is the probability of defaulting on the repayment of the loan. The Company has determined the probability from December 31, 2023 to March 31, 2024 has decreased from 55 % to 0 % . The value of these features was determined to be approximately $ 10,882 at March 31, 2024 , which resulted in income of $ 28,568 recognized in the three months ended March 31, 2024. The Company considers the fair value of the derivative liability to be Level 3 under the three-tier fair value hierarchy. A roll forward of the fair value of the derivative liability for the three months ended March 31, 2024 is presented below. March 31, 2024 Beginning balance, December 31, 2023 $ 39,450 Change in fair value of derivative liabilities ( 28,568 ) Ending balance, March 31, 2024 $ 10,882 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Open Market Sale Agreement From April 1, 2024, through the date hereof, the Company has sold 311,893 shares of its common stock pursuant to the Open Market Sale Agreement for which the Company received gross proceeds of approximately $ 12,280,000 , less issuance costs incurred of approximately $ 380,000 . |
NATURE OF OPERATIONS AND BASI_2
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP") for interim financial reporting. In the opinion of management of the Company, the accompanying unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal recurring adjustments) necessary to present fairly, in all material respects, the condensed consolidated financial position of the Company as of March 31, 2024 and the results of its operations and changes in stockholders’ equity for the three months ended March 31, 2024 and 2023 and its cash flows for the three months ended March 31, 2024 and 2023. The December 31, 2023 condensed consolidated balance sheet was derived from audited financial statements. The Company prepared the condensed consolidated financial statements following the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 , filed on March 12, 2024 (the “2023 Annual Report”). The results of operations for such interim periods are not necessarily indicative of the operating results for the full fiscal year. |
Basis of Consolidation | Basis of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated in consolidation. The significant accounting policies used in preparation of these condensed consolidated financial statements in this Form 10-Q are consistent with those discussed in Note 3, “Significant Accounting Policies,” in our 2023 Annual Report. |
CASH, CASH EQUIVALENTS, AND R_2
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | Cash, cash equivalents, and restricted cash consist of the following: March 31, 2024 December 31, 2023 Cash $ 4,956,832 $ 4,028,733 Cash equivalents 9,146,288 9,694,948 Cash and cash equivalents 14,103,120 13,723,681 Restricted cash, current 284,950 192,475 Restricted cash, noncurrent 384,950 477,425 Restricted cash 669,900 669,900 Total cash, cash equivalents, and restricted cash shown in the statement of cash $ 14,773,020 $ 14,393,581 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
SUMMARY OF MARKETABLE SECURITIES | The following table summarizes the Company’s investments as of March 31, 2024: Amortized Cost Gross Gross Fair Value Debt Securities: Commercial paper $ 15,848,555 $ — $ ( 34,351 ) $ 15,814,204 Corporate debt securities 90,479,731 5,178 ( 299,022 ) 90,185,887 Total $ 106,328,286 $ 5,178 $ ( 333,373 ) $ 106,000,091 The following table summarizes the Company’s investments as of December 31, 2023: Amortized Cost Gross Gross Fair Value Debt Securities: Corporate debt securities 7,183,066 679 ( 1,420 ) 7,182,325 Total $ 7,183,066 $ 679 $ ( 1,420 ) $ 7,182,325 |
SCHEDULE OF AVAILABLE FOR SALE DEBT SECURITIES BY CONTRACTUAL MATURITY | The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable debt securities by contractual maturity as of March 31, 2024: Amortized Cost Fair Value Maturing in one year or less $ 62,499,737 $ 62,371,492 Maturing after one year but less than three years 43,828,549 43,628,599 $ 106,328,286 $ 106,000,091 The following table summarizes the amortized cost and fair value of the Company’s available-for-sale marketable debt securities by contractual maturity as of December 31, 2023: Amortized Cost Fair Value Maturing in one year or less $ 7,183,066 $ 7,182,325 $ 7,183,066 $ 7,182,325 |
FAIR VALUE OF FINANCIAL ASSET_2
FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of March 31, 2024: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 7,327,907 $ — $ — $ 7,327,907 Corporate debt securities — 1,818,381 — 1,818,381 Investments: Commercial paper — 15,814,204 — 15,814,204 Corporate debt securities — 90,185,887 — 90,185,887 $ 7,327,907 $ 107,818,472 $ — $ 115,146,379 Liabilities: Derivative liabilities $ — $ — $ 10,882 $ 10,882 The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2023: Level 1 Level 2 Level 3 Total Assets: Cash Equivalents: Money market funds $ 7,832,675 $ — $ — $ 7,832,675 Corporate debt securities — 1,862,273 — 1,862,273 Investments: Corporate debt securities — 7,182,325 — 7,182,325 $ 7,832,675 $ 9,044,598 $ — $ 16,877,273 Liabilities: Derivative liabilities $ — $ — $ 39,450 $ 39,450 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
SUMMARY OF PROPERTY AND EQUIPMENT | Property and equipment consisted of the following: March 31, December 31, Computer hardware and software $ 83,711 $ 83,711 Office furniture and equipment 1,113,980 1,113,980 Leasehold improvements 3,330,855 3,330,855 Property and equipment, gross 4,528,546 4,528,546 Less: accumulated depreciation ( 3,707,020 ) ( 3,555,332 ) Property and equipment, net $ 821,526 $ 973,214 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES | Pursuant to the terms of the Company’s non-cancelable lease agreements in effect at March 31, 2024, the following table summarizes the Company’s maturities of operating lease liabilities as of March 31, 2024: 2024 $ 1,316,516 2025 1,794,889 2026 1,688,145 Total lease payments 4,799,550 Less: imputed interest ( 466,741 ) Total $ 4,332,809 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF NOTES PAYABLE | The net carrying amounts of the liability components consists of the following: March 31, 2024 December 31, 2023 Principal $ 12,972,769 $ 16,303,738 Less: debt discount ( 2,954,390 ) ( 2,954,390 ) Accretion of debt discount 2,746,536 2,558,866 Net carrying amount $ 12,764,915 $ 15,908,214 Less: current portion of long-term debt ( 12,764,915 ) ( 15,908,214 ) Total long-term debt, net of discount $ - $ - |
SCHEDULE OF PRINCIPAL MATURITIES ON LONG TERM DEBT | The following table summarizes the future principal payments, including the $ 1,590,000 final payment, due under the current portion of long-term debt: Quarterly Periods Ending Principal Payments and final payment on Loan Agreement June 30, 2024 $ 2,152,447 September 30, 2024 12,410,322 December 31, 2024 — Total Fiscal Year Ending 2024 $ 14,562,769 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCRUED EXPENSES | Accrued expenses consisted of the following: March 31, December 31, Accrued pre-clinical and clinical costs $ 700,430 $ 1,449,188 Accrued product development costs 1,506,800 745,447 Accrued license costs 4,525,000 4,825,000 Accrued compensation 800,246 2,325,488 Accrued administrative costs 420,008 343,285 Accrued interest 1,445,741 1,342,098 Total $ 9,398,225 $ 11,030,506 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF COMPUTATION OF NET LOSS PER COMMON SHARE | The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2024 and 2023: Three Months Ended 2024 2023 Net loss $ ( 6,898,771 ) $ ( 17,744,812 ) Weighted average number of common shares-basic 8,310,508 4,181,556 Net loss per share of common stock-basic $ ( 0.83 ) $ ( 4.24 ) |
STOCK-BASED COMPENSATION AWAR_2
STOCK-BASED COMPENSATION AWARDS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | In connection with all stock-based compensation awards, total non-cash, stock-based compensation expense recognized in the condensed consolidated statements of operations and comprehensive loss was as follows: Three Months Ended March 31, 2024 2023 Research and development expenses $ 135,773 $ 93,922 General and administrative expenses 846,243 932,457 Total stock-based compensation $ 982,016 $ 1,026,379 The total stock-based compensation expense recognized by award type was as follows: Three Months Ended March 31, 2024 2023 Stock options $ 830,349 $ 1,023,741 Restricted stock units 151,667 2,638 Total stock-based compensation $ 982,016 $ 1,026,379 |
SUMMARY OF FAIR VALUE OF OPTIONS GRANTED | The weighted average assumptions used principally in determining the fair value of stock options granted to employees were as follows: Three Months Ended March 31, 2024 2023 Risk-free interest rate 4.22 % 3.85 % Expected dividend yield 0 % 0 % Expected term in years (employee options) 6.25 6.25 Expected volatility 123.75 % 100.13 % |
SUMMARY OF OPTION ACTIVITY | A summary of stock option activity for the three months ended March 31, 2024 is presented below: Stock Options Shares Weighted Weighted Average Aggregate Outstanding at December 31, 2023 708,762 $ 63.96 Granted 200,119 23.79 Exercised ( 24,231 ) — Forfeited or canceled ( 54,879 ) 9.29 Expired ( 8,967 ) 107.10 Outstanding at March 31, 2024 820,804 $ 58.96 7.01 $ 12,295,938 Exercisable at March 31, 2024 432,919 $ 93.95 5.05 $ 3,973,340 |
SUMMARY OF RSU ACTIVITY | A summary of RSU activity for the three months ended March 31, 2024 is presented below: RSU's Number of Shares Underlying RSUs Weighted Unvested at December 31, 2023 17,911 $ 5.14 Granted 200,123 $ 23.79 Forfeited ( 2,193 ) $ 17.15 Vested ( 3,348 ) $ 4.26 Unvested at March 31, 2024 212,493 $ 22.59 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
CFF Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION OF WARRANTS | Risk-free interest rate 2.60 % Expected dividend yield 0 % Expected term in years 7.00 Expected volatility 83.5 % |
K2 Warrant [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION OF WARRANTS | Risk-free interest rate 0.60 % Expected dividend yield 0 % Expected term in years 10.00 Expected volatility 80.0 % |
Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION OF WARRANTS | Risk-free interest rate 0.90 % Expected dividend yield 0 % Expected term in years 5.00 Expected volatility 100.6 % |
DERIVATIVE LIABILITY (Tables)
DERIVATIVE LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY | A roll forward of the fair value of the derivative liability for the three months ended March 31, 2024 is presented below. March 31, 2024 Beginning balance, December 31, 2023 $ 39,450 Change in fair value of derivative liabilities ( 28,568 ) Ending balance, March 31, 2024 $ 10,882 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) | 3 Months Ended | ||||||
Feb. 02, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 20, 2024 | Dec. 31, 2023 | May 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accumulated deficit | $ (443,582,754) | $ (436,683,983) | |||||
Cash, cash equivalents and marketable debt securities | 120,103,000 | ||||||
Proceeds from issuance of common stock | 115,589,985 | $ 37,056 | |||||
Stock issuance cost | 6,861,543 | ||||||
Sales under shelf registration statement | 0 | ||||||
Jefferies LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Aggregate common stock sold, shares | 4,325,000 | ||||||
Common stock issued | 4,325,000 | ||||||
Proceeds from issuance of common stock | $ 94,500,000 | ||||||
Purchase price per share | $ 19 | ||||||
Additional shares of common stock | 648,750 | ||||||
Net proceeds | $ 88,600,000 | ||||||
May 31, 2023 Market Sale Agreement | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Authorized to offer and sell up of common stock | $ 75,000,000 | ||||||
Aggregate common stock sold, shares | 939,388 | ||||||
Proceeds from issuance of common stock | $ 21,123,000 | ||||||
Stock issuance cost | $ 972,000 | ||||||
May 31, 2023 Market Sale Agreement | Jefferies LLC [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Commission percentage | 3% | ||||||
Open Market Sale Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Authorized to offer and sell up of common stock | $ 150,000,000 |
CASH, CASH EQUIVALENTS, AND R_3
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Cash | $ 4,956,832 | $ 4,028,733 |
Cash equivalents | 9,146,288 | 9,694,948 |
Cash and cash equivalents | 14,103,120 | 13,723,681 |
Restricted cash, current | 284,950 | 192,475 |
Restricted Cash, Noncurrent | 384,950 | 477,425 |
Restricted cash | 669,900 | 669,900 |
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ 14,773,020 | $ 14,393,581 |
CASH, CASH EQUIVALENTS, AND R_4
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH (Additional Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 669,900 | $ 669,900 |
Restricted cash, current | 284,950 | 192,475 |
Restricted Cash, noncurrent | 384,950 | 477,425 |
Refund from research and development credits from foreign tax authorities | 2,543,000 | |
UNITED KINGDOM | ||
Cash and Cash Equivalents [Line Items] | ||
Cash held in subsidiary | 4,829,000 | $ 3,772,000 |
UNITED STATES | ||
Cash and Cash Equivalents [Line Items] | ||
Cash held in subsidiary | 9,274,000 | |
Letter Of Credit [Member] | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 669,900 | |
Restricted cash, current | 284,950 | |
Restricted Cash, noncurrent | $ 384,950 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | |||
Restricted cash | $ 669,900 | $ 669,900 | |
Restricted cash, current | 284,950 | 192,475 | |
Restricted Cash, noncurrent | 384,950 | 477,425 | |
Cash and Cash Equivalents, at Carrying Value | 14,103,120 | 13,723,681 | |
Prepaid Expense and Other Assets, Current | 1,308,336 | 2,447,549 | |
Property, Plant and Equipment, Net | 821,526 | 973,214 | |
Research and Development Expense | 5,761,494 | $ 13,388,343 | |
General and Administrative Expense | 3,861,251 | 3,908,682 | |
Cash, cash equivalents and marketable debt securities | 120,103,000 | ||
Other income (expense), net | 2,909,097 | 229,507 | |
Impairment charges | 0 | $ 0 | |
UNITED KINGDOM | |||
Property, Plant and Equipment [Line Items] | |||
Cash held in subsidiary | 4,829,000 | $ 3,772,000 | |
Letter of Credit [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Restricted cash | 669,900 | ||
Restricted cash, current | 284,950 | ||
Restricted Cash, noncurrent | $ 384,950 |
SUMMARY OF INVESTMENTS (Details
SUMMARY OF INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Net Investment Income [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | $ 106,328,286 | $ 7,183,066 |
Debt Securities, Available-for-sale | 106,000,091 | 7,182,325 |
Other investments and Debt Securities, Amortized Cost Basic | 106,328,286 | 7,183,066 |
Other Investments and Debt Securities, Available-for-sale, Accumulated Gross Unrealized Gain, before Tax | 5,178 | 679 |
Other Investments and Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (333,373) | (1,420) |
Other Investments and Debt Securities, Available-for-sale | 106,000,091 | 7,182,325 |
Corporate Debt Securities [Member] | ||
Net Investment Income [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 90,479,731 | 7,183,066 |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 5,178 | 679 |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (299,022) | (1,420) |
Debt Securities, Available-for-sale | 90,185,887 | $ 7,182,325 |
Commercial Paper [Member] | ||
Net Investment Income [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost | 15,848,555 | |
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax | 0 | |
Debt Securities, Available-for-sale, Accumulated Gross Unrealized Loss, before Tax | (34,351) | |
Debt Securities, Available-for-sale | $ 15,814,204 |
Summarizes the Amortized Cost a
Summarizes the Amortized Cost and Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Amortized Cost, Maturing in one year or less | $ 62,499,737 | $ 7,183,066 |
Amortized cost, Maturing after one year but less than three years | 43,828,549 | |
Debt Securities, Available-for-sale, Amortized Cost | 106,328,286 | 7,183,066 |
Fair Value, Maturing in one year or less | 62,371,492 | 7,182,325 |
Fair Value, Maturing after one year but less than three years | 43,628,599 | |
Debt Securities, Available-for-sale, Fair Value | $ 106,000,091 | $ 7,182,325 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Investments, Debt and Equity Securities [Abstract] | ||
Debt Securities, Available-for-sale | $ 106,000,091 | $ 7,182,325 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | $ 115,146,379 | $ 16,877,273 |
Liabilities, Fair Value | 10,882 | 39,450 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 7,327,907 | 7,832,675 |
Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities, Fair Value | 15,814,204 | |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 1,818,381 | 1,862,273 |
Marketable Securities, Fair Value | 90,185,887 | 7,182,325 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 7,327,907 | 7,832,675 |
Liabilities, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 7,327,907 | 7,832,675 |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities, Fair Value | 0 | |
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 0 | 0 |
Marketable Securities, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 107,818,472 | 9,044,598 |
Liabilities, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities, Fair Value | 15,814,204 | |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 1,818,381 | 1,862,273 |
Marketable Securities, Fair Value | 90,185,887 | 7,182,325 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value | 0 | 0 |
Liabilities, Fair Value | 10,882 | 39,450 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable Securities, Fair Value | 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash Equivalents, Fair Value | 0 | 0 |
Marketable Securities, Fair Value | $ 0 | $ 0 |
LICENSE AGREEMENTS (Details Nar
LICENSE AGREEMENTS (Details Narrative) - USD ($) | 3 Months Ended | |||||||||
Dec. 30, 2024 | Jun. 30, 2024 | Feb. 12, 2023 | Nov. 17, 2022 | May 26, 2021 | Sep. 20, 2018 | Mar. 31, 2024 | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Sales Milestone Payment | $ 0 | |||||||||
Other Liabilities, Noncurrent | 0 | $ 44,411 | ||||||||
Research and Development Expense [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront cash payment | 0 | |||||||||
Jenrin Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront cash payment | $ 250,000 | |||||||||
Jenrin Agreement [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential milestone payments | $ 18,400,000 | |||||||||
UCSF Lincense Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
License issuance fee | $ 750,000 | $ 1,500,000 | ||||||||
Installment of license issuance fee | $ 375,000 | |||||||||
Additional payment of indication milestone | 50,000 | |||||||||
Accrued pre-clinical cost | $ 1,625,000 | $ 400,000 | $ 2,025,000 | |||||||
UCSF Lincense Agreement [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential milestone payments | $ 153,150,000 | |||||||||
Cspc License Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Upfront cash payment | $ 7,500,000 | |||||||||
Accrued license costs | 4,525,000 | |||||||||
Other Liabilities, Noncurrent | $ 2,500,000 | |||||||||
Cspc License Agreement [Member] | Maximum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential milestone payments | 555,000,000 | |||||||||
Installment of license issuance fee | $ 5,000,000 | |||||||||
Cspc License Agreement [Member] | Minimum [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Potential milestone payments | 130,000,000 | |||||||||
Installment of license issuance fee | $ 2,500,000 |
SUMMARY OF PROPERTY AND EQUIPME
SUMMARY OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,528,546 | $ 4,528,546 |
Less: accumulated depreciation | (3,707,020) | (3,555,332) |
Property an equipment, net | 821,526 | 973,214 |
Computer Hardware and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 83,711 | 83,711 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,113,980 | 1,113,980 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 3,330,855 | $ 3,330,855 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 151,688 | $ 181,870 |
Impairment charges | $ 0 | $ 0 |
SCHEDULE OF MATURITIES OF OPERA
SCHEDULE OF MATURITIES OF OPERATING LEASE LIABILITIES (Details) | Mar. 31, 2024 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 1,316,516 |
2025 | 1,794,889 |
2026 | 1,688,145 |
Total lease payments | 4,799,550 |
Less: imputed interest | (466,741) |
Total | $ 4,332,809 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Aug. 26, 2021 USD ($) ft² | |
Commitments and Contingencies Disclosure [Abstract] | |||
Sublease Area | ft² | 12,112 | ||
Sublease Area Total | ft² | 30,023 | ||
rent receivable | $ 250,000 | ||
Sublease Agreement Description | Effective August 26, 2021, the Company entered into a sublease agreement with a third party to sublease 12,112 square feet of the 30,023 square feet currently being leased under one of its two existing lease agreements. The sublease commenced on October 1, 2021 and was scheduled to end on October 31, 2026, however, it is in the process of being terminated early. As the Company does not expect to receive any additional sublease rent payments, rent receivables of approximately $250,000 included in other assets were reversed. The Company recorded sublease expense of $168,394 for the three months ended March 31, 2024 and sublease income of $55,133 for the three months ended March 31, 2023 was recognized and offset against rent expense. | ||
Subleases Income | $ 55,133 | ||
Sublease expense | $ 168,394 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Principal | $ 12,972,769 | $ 16,303,738 |
Less: debt discount | (2,954,390) | (2,954,390) |
Accretion of debt discount | 2,746,536 | 2,558,866 |
Net Carrying amount | 12,764,915 | 15,908,214 |
Less: current portion of long term debt | (12,764,915) | (15,908,214) |
Total long-term debt, net of discount | $ 0 | $ 0 |
SCHEDULE OF PRINCIPAL MATURITIE
SCHEDULE OF PRINCIPAL MATURITIES ON LONG TERM DEBT (Details) | Mar. 31, 2024 USD ($) |
Debt Instrument [Line Items] | |
Total Fiscal Year Ending 2024 | $ 14,562,769 |
June 30, 2024 | |
Debt Instrument [Line Items] | |
Total Fiscal Year Ending 2024 | 2,152,447 |
September 30, 2024 | |
Debt Instrument [Line Items] | |
Total Fiscal Year Ending 2024 | 12,410,322 |
December 31, 2024 | |
Debt Instrument [Line Items] | |
Total Fiscal Year Ending 2024 | $ 0 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 06, 2024 | Jun. 01, 2023 | Jul. 28, 2020 | Nov. 30, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | $ 2,954,390 | $ 2,954,390 | ||||||
Interest Expense, Debt | 812,000 | $ 937,000 | ||||||
Lenders [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | 2,954,000 | |||||||
K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt issuance cost | $ 1,244,000 | |||||||
Insurance Policy [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Prepaid expenses | $ 241,967 | $ 345,667 | ||||||
Loan Agreement [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Notes payable | $ 373,320 | |||||||
Monthly principal and interest payments | $ 38,741 | |||||||
Monthly loan payments term | 10-month period | |||||||
Annual interest rate | 8.15% | |||||||
Loan Agreement [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Annual interest rate | 13.75% | |||||||
Secured debt | $ 14,562,769 | |||||||
Debt description | The loan matures on August 1, 2024 and the Company is obligated to make interest only payments for the first 24 months and then interest and equal principal payments for the next 24 months commencing on September 1, 2022 | |||||||
Debt maturity date | Aug. 01, 2024 | |||||||
Debt conversion amount | $ 1,125,000 | $ 875,000 | $ 5,000,000 | |||||
Debt conversion per share | $ 7.875 | $ 4.5 | $ 282 | |||||
Adjustments to Additional Paid in Capital, increase in fair value of conversion option | $ 573,000 | |||||||
Warrants to purchase shares of common stock, exercised | 142,857 | 194,444 | 2,873 | |||||
Warrant exercisable price per share | $ 208.8 | |||||||
Proceeds from Warrant Exercises | $ 472,000 | |||||||
Proceeds from prepayment and default features | 546,000 | |||||||
Final payment | 1,590,000 | 1,590,000 | ||||||
Loan Agreement [Member] | K2 HealthVentures LLC [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Secured debt | $ 20,000,000 | |||||||
Loan Agreement [Member] | Debt 1 [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion amount | 2,000,000 | |||||||
Loan Agreement [Member] | Debt 1a [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion amount | $ 3,000,000 | $ 875,000 | ||||||
Loan Agreement [Member] | Debt 1a [Member] | K2 HealthVentures LLC [Member] | Minimum [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion per share | $ 282 | |||||||
Loan Agreement [Member] | Debt 1a [Member] | K2 HealthVentures LLC [Member] | Maximum [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion per share | $ 4.5 | |||||||
Loan Agreement [Member] | Debt 1b [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion amount | $ 1,125,000 | |||||||
Loan Agreement [Member] | Debt 1b [Member] | K2 HealthVentures LLC [Member] | Minimum [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion per share | $ 282 | |||||||
Loan Agreement [Member] | Debt 1b [Member] | K2 HealthVentures LLC [Member] | Maximum [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion per share | $ 7.875 | |||||||
Loan Agreement [Member] | Debt 2 [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt conversion amount | $ 3,000,000 | |||||||
Debt conversion per share | $ 282 | |||||||
Amended loan agreement [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Debt description | The Company entered into an Amendment to the Loan and Security Agreement (the "Amended Loan and Security Agreement") on October 25, 2022. The Amended Loan and Security Agreement deferred the commencement of principal repayments by a one-year period from September 1, 2022 to September 1, 2023 and if the Company raises at least $30 million in net proceeds through capital raising transactions, the commencement of principal repayments will be deferred by an additional six months to March 1, 2024. Interest accrues at a variable annual rate equal to the greater of (i) 8.5% and (ii) the rate of interest noted in The Wall Street Journal, Money Rates section, as the “Prime Rate” plus 5.25%, in each case, subject to a step-down of 25 basis points upon the funding of the second tranche | |||||||
Debt issuance cost | $ 119,000 | |||||||
Event of Default - Loan Agreement [Member] | K2 HealthVentures LLC [Member] | ||||||||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | ||||||||
Annual interest rate | 5% | |||||||
Debt maturity date | Aug. 01, 2024 |
SCHEDULE OF ACCRUED EXPENSES (D
SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued pre-clinical and clinical costs | $ 700,430 | $ 1,449,188 |
Accrued product development costs | 1,506,800 | 745,447 |
Accrued license costs | 4,525,000 | 4,825,000 |
Accrued compensation | 800,246 | 2,325,488 |
Accrued administrative costs | 420,008 | 343,285 |
Accrued interest | 1,445,741 | 1,342,098 |
Total | $ 9,398,225 | $ 11,030,506 |
Accrued Expenses (Additional In
Accrued Expenses (Additional Information) (Details) - USD ($) | Mar. 31, 2024 | Mar. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued expenses for clinical trials | $ 0 | $ 0 |
NET LOSS PER COMMON SHARE - SCH
NET LOSS PER COMMON SHARE - SCHEDULE OF COMPUTATION OF NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) | $ (6,898,771) | $ (17,744,812) |
Weighted Average Number of Shares Outstanding, Basic | 8,310,508 | 4,181,556 |
Net loss per share of common stock-basic | $ (0.83) | $ (4.24) |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) | 3 Months Ended | |||||
Feb. 02, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Mar. 20, 2024 | Dec. 31, 2023 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 10,507,237 | 4,423,683 | ||||
Additional paid-in capital | $ 540,875,910 | $ 429,780,375 | ||||
Common stock, shares outstanding | 10,507,237 | 4,423,683 | ||||
Gross proceeds from sale of stock | $ 115,589,985 | $ 37,056 | ||||
Sales under shelf registration statement | 0 | |||||
Stock issuance cost | $ 6,861,543 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 24,231 | |||||
Restricted Common Stock [Member] | 2014 Plan | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Common stock issued | 3,328 | 0 | ||||
Warrant [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 0 | 0 | ||||
Equity Option [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 24,231 | 43,836 | ||||
Proceeds from Stock Options Exercised | $ 226,603 | $ 129,745 | ||||
Jefferies LLC [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Common stock, par value | $ 0.0001 | |||||
additional shares of common stock | 648,750 | |||||
Aggregate common stock sold, shares | 4,325,000 | |||||
Purchase price per share | $ 19 | |||||
Gross proceeds from sale of stock | $ 94,500,000 | |||||
Net poceeds after deducting underwriting discounts and commissions | $ 88,600,000 | |||||
Common stock issued | 4,325,000 | |||||
May 2023 Sale Agreement [Member] | Jefferies LLC [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Aggregate common stock sold, shares | 939,388 | |||||
Gross proceeds from sale of stock | $ 21,123,000 | |||||
Stock issuance cost | 972,000 | |||||
May 2023 Sale Agreement [Member] | Jefferies LLC [Member] | Maximum [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Authorized to offer and sell up of common stock | $ 75,000,000 | |||||
Open Market Sale Agreement [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Authorized to offer and sell up of common stock | $ 150,000,000 | |||||
K2HV Amended Loan and Security Agreement [Member] | ||||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||||||
Common stock issued | 142,857 | 0 |
STOCK-BASED COMPENSATION AWAR_3
STOCK-BASED COMPENSATION AWARDS - SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 982,016 | $ 1,026,379 |
Research and Development Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 135,773 | 93,922 |
General and Administrative Expense [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 846,243 | 932,457 |
Stock options [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 830,349 | 1,023,741 |
Restricted stock units [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 151,667 | $ 2,638 |
STOCK-BASED COMPENSATION AWAR_4
STOCK-BASED COMPENSATION AWARDS - SUMMARY OF FAIR VALUE OF OPTIONS GRANTED (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Expected term in years | 6 years 3 months | |
Employee Stock Option | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Risk free interest rate | 4.22% | 3.85% |
Expected dividend yield | 0% | 0% |
Expected term in years | 6 years 3 months | 6 years 3 months |
Expected volatility | 123.75% | 100.13% |
STOCK-BASED COMPENSATION AWAR_5
STOCK-BASED COMPENSATION AWARDS - Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Granted | 200,119 |
Non-vested stock options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares Unvested , Beginning balance | 17,911 |
Granted | 200,123 |
Shares, Forfeited | (2,193) |
Shares, Vested | (3,348) |
Shares Outstanding, Ending balance | 212,493 |
Weighted Average Fair Value Non Vested, Beginning Balance | $ / shares | $ 5.14 |
Weighted average grant-date fair value, options granted | $ / shares | 23.79 |
Weighted Average Fair Value, Forfeited | $ / shares | 17.15 |
Weighted Average Fair Value, Vested | $ / shares | 4.26 |
Weighted Average Fair Value Non Vested, Ending Balance | $ / shares | $ 22.59 |
STOCK-BASED COMPENSATION AWAR_6
STOCK-BASED COMPENSATION AWARDS - SUMMARY OF OPTION ACTIVITY (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares, Outstanding, Beginning balance | shares | 708,762 |
Granted | shares | 200,119 |
Shares, Exercised | shares | (24,231) |
Shares, Forfeited | shares | (54,879) |
Shares, Expired | shares | (8,967) |
Shares, Outstanding, Ending balance | shares | 820,804 |
Shares, Exercisable | shares | 432,919 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 63.96 |
Weighted Average Exercise Price, Granted | $ / shares | 23.79 |
Weighted Average Exercise Price, Exercised | $ / shares | 0 |
Weighted Average Exercise Price, Forfeited | $ / shares | 9.29 |
Weighted Average Exercise Price , Expired | $ / shares | 107.1 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 58.96 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 93.95 |
Weighted Average Remaining Contractual Term in Years, Outstanding | 7 years 3 days |
Weighted Average Remaining Contractual Term in Years, Vested | 5 years 18 days |
Average Intrinsic Value, Outstanding | $ | $ 12,295,938 |
Average Intrinsic Value, Vested | $ | $ 3,973,340 |
STOCK-BASED COMPENSATION AWAR_7
STOCK-BASED COMPENSATION AWARDS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2014 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2024 | Jan. 01, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 982,016 | $ 1,026,379 | |||||
Option granted expected term | 6 years 3 months | ||||||
Total fair value of options vested | $ 12,295,938 | ||||||
Total unrecognized compensation expense | $ 4,648,917 | ||||||
Share-based compensation expense, not yet recognized period of recognition | 2 years 5 months 1 day | ||||||
Granted | 200,119 | ||||||
Equity Option [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Weighted average grant-date fair value, options granted | $ 21.25 | $ 3.44 | |||||
Average intrinsic value of options exercised | $ 724,213 | $ 92,689 | |||||
Total unrecognized compensation expense | $ 6,107,211 | ||||||
Share-based compensation expense, not yet recognized period of recognition | 1 year 7 months 17 days | ||||||
2014 Equity Incentive Plan [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Percentage of outstanding common shares | 7% | ||||||
Aggregate common stock available for stock options granted, shares | 1,746,215 | 1,436,558 | |||||
Shares available for grant | 510,671 | 899,015 | 741,870 | ||||
2014 Equity Incentive Plan [Member] | January 1, 2022 [Member] | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Percentage of outstanding common shares | 7% | ||||||
2014 Equity Incentive Plan [Member] | January 1, 2014 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||
Percentage of outstanding common shares | 7% | ||||||
Increase in number of shares of common stock available for issuance | 309,658 | 291,991 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Mar. 06, 2024 | Jun. 01, 2023 | Oct. 16, 2020 | Jul. 28, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jan. 26, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 432,919 | |||||||
Debt face amount | $ 12,972,769 | $ 16,303,738 | ||||||
Share-Based Payment Arrangement, Tranche One [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Debt face amount | $ 20,000,000 | |||||||
CFF Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants outstanding to purchase of common stock shares | 33,334 | |||||||
Exercise price of warrants | $ 396 | |||||||
Investment Agreement [Member] | CFF Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants outstanding to purchase of common stock shares | 50,207 | |||||||
Exercise price of warrants | $ 283.81 | |||||||
Weighted average remaining life of warrants | 1 year 4 months 6 days | |||||||
Warrant expire date | Jan. 26, 2025 | |||||||
Fair value of warrants issued | $ 6,215,225 | |||||||
Loan Agreement [Member] | K2 HealthVentures LLC [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants to purchase shares of common stock, exercised | 142,857 | 194,444 | 2,873 | |||||
Exercise price of warrants | $ 208.8 | |||||||
Loan Agreement [Member] | K2 Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants to purchase shares of common stock, exercised | 2,873 | |||||||
Warrants outstanding to purchase of common stock shares | 2,873 | |||||||
Exercise price of warrants | $ 208.8 | |||||||
Warrant expire date | Jul. 28, 2030 | |||||||
Fair value of warrants issued | $ 472,409 | |||||||
Professional Services Agreement [Member] | Warrants [Member] | Investor Relations Service Provider [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants outstanding to purchase of common stock shares | 14,000 | |||||||
Exercise price of warrants | $ 32.1 | |||||||
Warrant expire date | Nov. 03, 2025 | |||||||
Fair value of warrants issued | $ 334,740 | |||||||
Warrant [Member] | ||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||||
Warrants to purchase shares of common stock, exercised | 0 | 0 |
SCHEDULE OF WEIGHTED AVERAGE AS
SCHEDULE OF WEIGHTED AVERAGE ASSUMPTION OF WARRANTS (Details) | Mar. 31, 2024 |
CFF Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 2.6 |
CFF Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 0 |
CFF Warrant [Member] | Measurement Input, Expected Term [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, term | 7 years |
CFF Warrant [Member] | Measurement Input, Price Volatility [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 83.5 |
K2 Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 0.6 |
K2 Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 0 |
K2 Warrant [Member] | Measurement Input, Expected Term [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, term | 10 years |
K2 Warrant [Member] | Measurement Input, Price Volatility [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 80 |
Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 0.9 |
Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 0 |
Warrants [Member] | Measurement Input, Expected Term [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, term | 5 years |
Warrants [Member] | Measurement Input, Price Volatility [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Warrants outstanding measurement input, percentage | 100.6 |
SCHEDULE OF FAIR VALUE OF DERIV
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITY (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Beginning balance, December 31, 2023 | $ 39,450 | |
Change in fair value of derivative liabilities | (28,568) | $ 0 |
Ending balance, March 31, 2024 | $ 10,882 |
DERIVATIVE LIABILITY (Details N
DERIVATIVE LIABILITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 28, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain (Loss) on Sale of Derivatives | $ 28,568 | $ 0 | ||
Derivative liability | $ 10,882 | $ 39,450 | ||
Probability of increased in repayment of loan | 0% | 55% | ||
Loan Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Probability of decreased repayment of loan | 10% | 10% | ||
Loan Agreement [Member] | K2 HealthVentures LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Secured debt | $ 14,562,769 | |||
Loan Agreement [Member] | K2 HealthVentures LLC [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Secured debt | $ 20,000,000 | |||
derivative liability Level 3 [Member] | K2 HealthVentures LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Gain (Loss) on Sale of Derivatives | 28,568 | |||
Derivative liability | $ 10,882 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 07, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 115,589,985 | $ 37,056 | |
Issuance costs incurred | $ 6,861,543 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock | $ 12,280,000 | ||
Common stock shares issued | 311,893 | ||
Issuance costs incurred | $ 380,000 |