Celcuity (CELC) 10-Q 15 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 08, 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
Entity File Number	001-38207
Entity Registrant Name	CELCUITY INC.
Entity Central Index Key	0001603454
Entity Tax Identification Number	82-2863566
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	16305 36th
Entity Address, Address Line Two	Avenue North
Entity Address, Address Line Three	Suite 100
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55446
City Area Code	(763)
Local Phone Number	392-0767
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CELC
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		31,230,085

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 31,214,741	$ 30,662,774
Investments	146,447,843	149,919,974
Other current assets	9,860,535	10,007,849
Total current assets	187,523,119	190,590,597
Property and equipment, net	306,024	228,782
Operating lease right-of-use assets	351,911	400,019
Total Assets	188,181,054	191,219,398
Current Liabilities:
Accounts payable	5,276,690	5,076,699
Operating lease liabilities	181,882	184,950
Accrued expenses	11,237,509	8,927,094
Total current liabilities	16,696,081	14,188,743
Operating lease liabilities	182,079	225,922
Note payable, non-current	37,566,230	37,035,411
Total Liabilities	54,444,390	51,450,076
Commitments and Contingencies (Note 5)
Stockholders’ Equity:
Preferred stock, $0.001 par value: 2,500,000 shares authorized; 505,277 and 854,134 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	505	854
Common stock, $0.001 par value: 65,000,000 shares authorized; 30,773,895 and 25,506,012 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	30,774	25,506
Additional paid-in capital	315,393,843	299,818,965
Accumulated deficit	(181,688,458)	(160,076,003)
Total Stockholders’ Equity	133,736,664	139,769,322
Total Liabilities and Stockholders’ Equity	$ 188,181,054	$ 191,219,398

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,500,000	2,500,000
Preferred stock, shares issued	505,277	854,134
Preferred stock, shares outstanding	505,277	854,134
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	65,000,000	65,000,000
Common stock, shares issued	30,773,895	25,506,012
Common stock, shares outstanding	30,773,895	25,506,012

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 20,647,559	$ 11,278,493
General and administrative	1,846,276	1,269,044
Total operating expenses	22,493,835	12,547,537
Loss from operations	(22,493,835)	(12,547,537)
Other income (expense)
Interest expense	(1,400,712)	(1,242,012)
Interest income	2,282,092	1,851,132
Other income, net	881,380	609,120
Net loss before income taxes	(21,612,455)	(11,938,417)
Income tax benefits
Net loss	$ (21,612,455)	$ (11,938,417)
Net loss per share, basic	$ (0.64)	$ (0.55)
Net loss per share, diluted	$ (0.64)	$ (0.55)
Weighted average common shares outstanding, basic	33,612,054	21,680,877
Weighted average common shares outstanding, diluted	33,612,054	21,680,877

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 21,667	$ 1,121	$ 230,045,566	$ (96,296,887)	$ 133,771,467
Balance, shares at Dec. 31, 2022	21,667,250	1,120,873
Stock-based compensation			1,273,282		1,273,282
Exercise of common stock options, net of shares withheld for exercise price	$ 24		127,898		127,922
Exercise of common stock options, net of shares withheld for exercise price, shares	24,122
Conversion of preferred to common stock	$ 250	$ (25)	(225)
Conversion of preferred to common stock, shares	250,000	(25,000)
Net loss				(11,938,417)	(11,938,417)
Issuance costs associated with private placement offering			(7,486)		(7,486)
Balance at Mar. 31, 2023	$ 21,941	$ 1,096	231,439,035	(108,235,304)	123,226,768
Balance, shares at Mar. 31, 2023	21,941,372	1,095,873
Balance at Dec. 31, 2023	$ 25,506	$ 854	299,818,965	(160,076,003)	139,769,322
Balance, shares at Dec. 31, 2023	25,506,012	854,134
Stock-based compensation			1,331,346		1,331,346
Exercise of common stock warrants, net of shares withheld for exercise price	$ 1,742		14,007,409		14,009,151
Exercise of common stock warrants, net of shares withheld for exercise price, shares	1,742,763
Exercise of common stock options, net of shares withheld for exercise price	$ 37		239,263		239,300
Exercise of common stock options, net of shares withheld for exercise price, shares	36,550
Conversion of preferred to common stock	$ 3,489	$ (349)	(3,140)
Conversion of preferred to common stock, shares	3,488,570	(348,857)
Net loss				(21,612,455)	(21,612,455)
Balance at Mar. 31, 2024	$ 30,774	$ 505	$ 315,393,843	$ (181,688,458)	$ 133,736,664
Balance, shares at Mar. 31, 2024	30,773,895	505,277

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (21,612,455)	$ (11,938,417)
Adjustments to reconcile net loss to net cash used for operations:
Depreciation	29,557	43,938
Stock-based compensation	1,331,346	1,273,282
Amortization of debt issuance costs and discount	65,309	57,004
PIK interest	465,510	438,184
Non-cash operating lease, net	1,197	438
Change in accrued interest income	(153,845)	(1,697,811)
Changes in operating assets and liabilities:
Other current assets	268,849	(15,809)
Accounts payable	237,992	(8,545)
Accrued expenses	2,298,379	(1,020,102)
Net cash used for operating activities	(17,068,161)	(12,867,838)
Cash flows from investing activities:
Purchases of investments	(121,435,343)	(3,125,462)
Proceeds from maturities of investments	125,061,320	25,000,000
Purchases of property and equipment	(89,676)	(6,987)
Net cash provided by investing activities	3,536,301	21,867,551
Cash flows from financing activities:
Proceeds from exercise of common stock warrants	14,009,151
Proceeds from exercise of employee stock options	131,090	127,922
Payments for secondary registration statement costs	(56,414)	(55,789)
Payments for debt issuance costs		(2,716)
Payments for finance leases		(1,469)
Net cash provided by financing activities	14,083,827	67,948
Net change in cash and cash equivalents	551,967	9,067,661
Cash and cash equivalents:
Beginning of period	30,662,774	24,571,557
End of period	31,214,741	33,639,218
Supplemental disclosure of cash flow information:
Interest paid	869,893	746,824
Supplemental disclosures of non-cash investing and financing activities:
Offering and registration statement costs included in accounts payable	13,325	2,402
Property and equipment included in accounts payable	18,702
Property and equipment included in accrued expenses	12,036
Exercise of stock options pending receipt of cash proceeds	$ 108,210

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (21,612,455)	$ (11,938,417)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Rule 10b51 Arrangement Adopted	false
Non-Rule 10b51 Arrangement Adopted	false
Rule 10b51 Arrangement Terminated	false
Non-Rule 10b51 Arrangement Terminated	false

Organization

Organization	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	1. Organization Nature of Business Celcuity Inc., a Delaware corporation (the “Company”), is a clinical-stage biotechnology company pursuing development for oncology. The Company’s lead therapeutic candidate is gedatolisib, a potent pan-PI3K and mTOR inhibitor. Its mechanism of action and pharmacokinetic properties are highly differentiated from other currently approved and investigational therapies that target PI3K or mTOR alone or together. A Phase 3 clinical trial, VIKTORIA-1, evaluating gedatolisib in combination with fulvestrant with or without palbociclib in patients with HR+/HER2- advanced breast cancer is currently enrolling patients. A Phase 1b/2 clinical trial, CELC-G-201, evaluating gedatolisib in combination with darolutamide in patients with metastatic castration resistant prostate cancer, was initiated in the first quarter of 2024 and is currently enrolling patients. The Company’s CELsignia companion diagnostic platform is uniquely able to analyze live patient tumor cells to identify new groups of cancer patients likely to benefit from already approved targeted therapies. The Company was co-founded in 2012 by Brian F. Sullivan and Dr. Lance G. Laing and is based in Minnesota. The Company has not generated any revenues to date.

Basis of Presentation, Summary

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements	2. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2023 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2023 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period. Accounting Estimates Management uses estimates and assumptions in preparing these unaudited condensed financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs. Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the clinical and commercial success of its initial drug product, gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition. Clinical Trial Costs The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which includes the conduct of preclinical studies and clinical trials. These costs can be a significant component of the Company’s research and development expenses. The Company primarily relies on a compilation of progress reports from third-party service providers, including the respective invoicing, to record actual expenses, along with determining changes to prepaid assets and accrued liabilities. To date, the Company believes utilization of third-party reports most accurately reflects expenses incurred. As the current VIKTORIA-1 Phase 3 and CELC-G-201 Phase 1b/2 trials ramp up site activation and patient enrollment, the Company’s estimated expenses in future periods and actual services performed may vary from these estimates, and these estimates may become more significant. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

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	3. Net Loss Per Common Share Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the preferred stock, options, warrants, and restricted stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per common share are the same. The following table summarizes the potentially-dilutive shares excluded from the diluted weighted-average shares outstanding: Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding March 31, 2024 2023 Preferred stock on an as-if-converted to common stock basis 5,052,770 10,958,730 Options to purchase common stock 3,049,387 2,068,458 Warrants to purchase common stock 5,517,725 7,266,102 Restricted common stock 1,958 3,273 Total 13,621,840 20,296,563 Pre-funded warrant shares of 5,747,787 zero

Investments

Investments	3 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
Investments	4. Investments Debt securities for which the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at historical cost adjusted for amortization of premiums and accretion of discounts. Expected credit losses, if any, are recorded through the establishment of an allowance for credit losses. All of the Company’s investment securities are U.S. Treasury and agencies securities that are guaranteed or otherwise supported by the United States government and have no history of credit losses. Accordingly, the Company does not expect to incur any credit losses on investment securities and has allowance for credit losses recorded for these securities. The following tables summarize the Company’s held-to-maturity investment securities at amortized cost as of March 31, 2024 and December 31, 2023: Schedule of Investment March 31, 2024 Amortized Cost, Gross Gross Estimated U.S. Treasury Bills $ 146,447,843 $ - $ (2,059 ) $ 146,445,784 Total $ 146,447,843 $ - $ (2,059 ) $ 146,445,784 December 31, 2023 Amortized Cost, Gross Gross Estimated U.S. Treasury Bills $ 149,919,974 $ 30,995 $ - $ 149,950,969 Total $ 149,919,974 $ 30,995 $ - $ 149,950,969 The fair value of the Company’s held-to-maturity debt securities is determined based upon inputs, other than the quoted prices in active markets, that are observable either directly or indirectly and are classified as level 2 fair value instruments.

Commitments

Commitments	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments	5. Commitments Operating and Finance Leases The Company leases its corporate space in Minneapolis, Minnesota, with an operating lease in place through April 30, 2026. The lease provides for monthly rent, real estate taxes, and operating expenses. Rent expense is recorded on a straight-line basis over the lease term. Clinical Research Studies The Company enters into contracts in the normal course of business to conduct research and development programs internally and through third parties that include, among others, arrangements with vendors, consultants, CMO’s, and CRO’s. The Company currently has three Phase 2 clinical trial agreements in place to evaluate targeted therapies selected with one of our CELsignia tests. Timing of milestone payments related to the Phase 2 clinical trials are uncertain and the contracts generally provide for termination following a certain period after notice, therefore the Company believes that non-cancelable obligations under the agreements are not material. The Company also has a license agreement in place with Pfizer to research, develop, manufacture and commercialize gedatolisib. In conjunction with the license agreement, the Company continued a Phase 1b study – B2151009 related to gedatolisib. These patients subsequently transitioned to an Expanded Access study – CELC-G-001. Contracts related to the Phase 1B and the Expanded Access studies are generally based on time and material. In addition, contracts related to the Company’s Phase 3 clinical study (VIKTORIA-1) and Phase 1b/2 clinical study (CELC-G-201) are generally cancelable with reasonable notice within 120 days and the Company’s obligations under these contracts are primarily based on services performed through termination dates plus certain cancelation charges, if any, as defined in each of the respective agreements. In addition, these agreements may, from time to time, be subjected to amendments as a result of any change orders executed by the parties. As of March 31, 2024, the Company had two material non-cancelable contractual commitments with respect to these arrangements, which totaled approximately $ 2.0

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
Stockholders’ Equity	6. Stockholders’ Equity Capital Stock At December 31, 2023, the Company’s authorized capital stock consisted of 65,000,000 .001 25,506,012 2,500,000 .001 854,134 On January 15, 2024, one of the Company’s preferred shareholders elected to convert 224,244 2,242,440 5.75 On March 14, 2024, one of the Company’s preferred shareholders elected to convert 50,000 500,000 5.75 On March 15, 2024, one of the Company’s investors exercised 1,739,080 8.05 14 3,683 9,000 3,683 On March 19, 2024, one of the Company’s preferred shareholders elected to convert 43,913 439,130 5.75 On March 26, 2024, one of the Company’s preferred shareholders elected to convert 30,700 307,000 5.75 At March 31, 2024, the Company’s authorized capital stock consisted of 65,000,000 30,773,895 2,500,000 1,850,000 505,277 no

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	7. Stock-Based Compensation The following table summarizes the activity for all stock options outstanding for the three months ended March 31: Schedule of Stock Options Activity 2024 2023 Shares Weighted Shares Weighted Options outstanding at beginning of year 2,815,392 $ 7.95 1,976,586 $ 6.34 Granted 285,795 15.29 119,985 11.36 Exercised (36,550 ) 6.55 (24,122 ) 5.30 Forfeited (15,250 ) 9.05 (3,991 ) 6.55 Balance at March 31 3,049,387 $ 8.65 2,068,458 $ 6.65 Options exercisable at March 31: 1,569,614 $ 6.55 1,114,767 $ 5.91 Weighted Average Grant Date Fair Value for options granted during the period: $ 10.53 $ 7.81 The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2024: Schedule of Stock Options Outstanding and Exercisable Options Outstanding Options Exercisable Options Weighted Weighted Aggregate Options Weighted Aggregate 3,049,387 7.95 $ 8.65 $ 39,506,833 1,569,614 $ 6.55 $ 23,646,843 The Company recognized stock-based compensation expense for stock options of $ 1,290,193 1,222,328 776,324 5.50 26,719 39,612 137,000 311,000 13.44 15,764 16,924 82,000 203,750 5.10 696 7,108 0 The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the three months ended March 31: Schedule of Assumptions for Fair Value of Equity-based Awards 2024 2023 Risk-free interest rate 3.94 4.33 % 3.64 4.14 % Expected volatility 76.1 % 79.8 % Expected life (years) 5.25 6.08 5.25 6.08 Expected dividend yield 0 % 0 % The inputs for the Black-Scholes valuation model require management’s significant assumptions. Prior to the Company’s initial public offering, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the initial public offering, the price per share of common stock is determined by using the closing market price on the Nasdaq Capital Market on the grant date. The risk-free interest rates are based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected life is based on the simplified method in accordance with the SEC Staff Accounting Bulletin Nos. 107 and 110. The expected volatility is estimated based on historical volatility information of peer companies that are publicly available in combination with the Company’s calculated volatility since being publicly traded. All assumptions used to calculate the grant date fair value of non-employee options are generally consistent with the assumptions used for options granted to employees. In the event the Company terminates any of its consulting agreements, the unvested options issued in connection with the agreements would also be cancelled. No restricted stock awards were granted during the three months ended March 31, 2024 and 2023. The Company had 1,958 3,273 0 4,849 4,642 The Company initially reserved a maximum of 750,000 102,998 149,189 216,673 255,060 increase automatically on January 1 of each year from 2025 through 2028 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year. At the annual meeting held on May 12, 2021 and May 12, 2022, the stockholders approved a one-time, 500,000 1,000,000 1,500,000 1,003,414 Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized at March 31, 2024: Schedule of Unrecognized Compensation Cost 2024 $ 3,661,229 2025 3,483,405 2026 2,496,276 2027 1,501,013 2028 48,146 Total estimated compensation cost to be recognized $ 11,190,069 The Company recognized stock-based compensation expense related to its employee stock purchase plan of $ 36,304 46,312 100,000 51,499 74,594 108,337 127,530 number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31. 394,165 The Company recognized total stock-based compensation expense as follows for the three months ended March 31: Schedule of Stock-based Compensation Expense 2024 2023 Three Months Ended March 31, 2024 2023 Stock-based compensation expense in operating expenses: Research and development $ 832,180 $ 654,471 General and administrative 499,166 618,811 Total $ 1,331,346 $ 1,273,282

Debt

Debt	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Debt	8. Debt On April 8, 2021, the Company entered into a loan and security agreement (the “Loan Agreement”) with Innovatus Life Sciences Lending Fund I, LP, a Delaware limited partnership (“Innovatus”) in its capacity as Collateral Agent and sole Lender. On August 9, 2022, the Company amended the Loan Agreement. Under the amended Loan Agreement, Innovatus, as Lender, has agreed to loan up to $ 75 50 35 15 20 On March 29, 2024, the Company entered into a second amendment to its existing Loan Agreement to extend the date through which the Company may draw on the Term C Loan from April 1, 2024 to June 1, 2024. Other than as set forth in the second amendment, the amended Loan Agreement shall continue in full force and effect without alteration or amendment. Long-term debt consisted of the following at March 31, 2024 and December 31, 2023: Schedule of Long-term Debt March 31, December 31, Note payable $ 35,000,000 $ 35,000,000 Add: PIK interest (added to principal) 3,031,170 2,565,660 Less: unamortized debt issuance costs (419,921 ) (480,810 ) Less: unamortized debt discount (45,019 ) (49,439 ) Total long-term debt $ 37,566,230 $ 37,035,411 Future principal payments, including the incurred PIK interest, are as follows: Schedule of Long Term Debt Future Principal Payments Years Ending December 31, 2025 $ 14,261,689 2026 19,015,585 2027 4,753,896 Total $ 38,031,170

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Event	9. Subsequent Event Subsequent to March 31, 2024, pursuant to an Open Market Sale Agreement SM 435,414 17.55 7.6 0.2

Basis of Presentation, Summar_2

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited financial statements include the accounts of the Company and have been prepared in accordance with Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, as permitted by Article 10, the unaudited financial statements do not include all of the information required by accounting principles generally accepted in the United States (“U.S. GAAP”). The balance sheet at December 31, 2023 was derived from the audited financial statements at that date and does not include all the disclosures required by U.S. GAAP. In the opinion of management, all adjustments which are of a normal recurring nature and necessary for a fair presentation have been reflected in the financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2023 and the related footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected during the remainder of the current year or for any future period.
Accounting Estimates	Accounting Estimates Management uses estimates and assumptions in preparing these unaudited condensed financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates and the difference could be material. Significant items subject to such estimates and assumptions include the valuation of stock-based compensation and prepaid or accrued clinical trial costs.
Risks and Uncertainties	Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its diagnostic tests, ability to obtain regulatory approval of its diagnostic tests, the clinical and commercial success of its initial drug product, gedatolisib, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition.
Clinical Trial Costs	Clinical Trial Costs The Company records prepaid assets or accrued expenses for prepaid or estimated clinical trial costs conducted by third-party service providers, which includes the conduct of preclinical studies and clinical trials. These costs can be a significant component of the Company’s research and development expenses. The Company primarily relies on a compilation of progress reports from third-party service providers, including the respective invoicing, to record actual expenses, along with determining changes to prepaid assets and accrued liabilities. To date, the Company believes utilization of third-party reports most accurately reflects expenses incurred. As the current VIKTORIA-1 Phase 3 and CELC-G-201 Phase 1b/2 trials ramp up site activation and patient enrollment, the Company’s estimated expenses in future periods and actual services performed may vary from these estimates, and these estimates may become more significant. Changes in these estimates that result in material changes to the Company’s prepaid assets or accrued expenses could materially affect the Company’s results of operations.

Net Loss Per Common Share (Tabl

Net Loss Per Common Share (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding	The following table summarizes the potentially-dilutive shares excluded from the diluted weighted-average shares outstanding: Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding March 31, 2024 2023 Preferred stock on an as-if-converted to common stock basis 5,052,770 10,958,730 Options to purchase common stock 3,049,387 2,068,458 Warrants to purchase common stock 5,517,725 7,266,102 Restricted common stock 1,958 3,273 Total 13,621,840 20,296,563

Investments (Tables)

Investments (Tables)	3 Months Ended
	Mar. 31, 2024
Investments, All Other Investments [Abstract]
Schedule of Investment	The following tables summarize the Company’s held-to-maturity investment securities at amortized cost as of March 31, 2024 and December 31, 2023: Schedule of Investment March 31, 2024 Amortized Cost, Gross Gross Estimated U.S. Treasury Bills $ 146,447,843 $ - $ (2,059 ) $ 146,445,784 Total $ 146,447,843 $ - $ (2,059 ) $ 146,445,784 December 31, 2023 Amortized Cost, Gross Gross Estimated U.S. Treasury Bills $ 149,919,974 $ 30,995 $ - $ 149,950,969 Total $ 149,919,974 $ 30,995 $ - $ 149,950,969

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Options Activity	The following table summarizes the activity for all stock options outstanding for the three months ended March 31: Schedule of Stock Options Activity 2024 2023 Shares Weighted Shares Weighted Options outstanding at beginning of year 2,815,392 $ 7.95 1,976,586 $ 6.34 Granted 285,795 15.29 119,985 11.36 Exercised (36,550 ) 6.55 (24,122 ) 5.30 Forfeited (15,250 ) 9.05 (3,991 ) 6.55 Balance at March 31 3,049,387 $ 8.65 2,068,458 $ 6.65 Options exercisable at March 31: 1,569,614 $ 6.55 1,114,767 $ 5.91 Weighted Average Grant Date Fair Value for options granted during the period: $ 10.53 $ 7.81
Schedule of Stock Options Outstanding and Exercisable	The following table summarizes additional information about stock options outstanding and exercisable at March 31, 2024: Schedule of Stock Options Outstanding and Exercisable Options Outstanding Options Exercisable Options Weighted Weighted Aggregate Options Weighted Aggregate 3,049,387 7.95 $ 8.65 $ 39,506,833 1,569,614 $ 6.55 $ 23,646,843
Schedule of Assumptions for Fair Value of Equity-based Awards	The Black-Scholes option-pricing model was used to estimate the fair value of equity-based awards with the following weighted-average assumptions for the three months ended March 31: Schedule of Assumptions for Fair Value of Equity-based Awards 2024 2023 Risk-free interest rate 3.94 4.33 % 3.64 4.14 % Expected volatility 76.1 % 79.8 % Expected life (years) 5.25 6.08 5.25 6.08 Expected dividend yield 0 % 0 %
Schedule of Unrecognized Compensation Cost	Total unrecognized compensation cost related to stock options and restricted stock is estimated to be recognized at March 31, 2024: Schedule of Unrecognized Compensation Cost 2024 $ 3,661,229 2025 3,483,405 2026 2,496,276 2027 1,501,013 2028 48,146 Total estimated compensation cost to be recognized $ 11,190,069
Schedule of Stock-based Compensation Expense	The Company recognized total stock-based compensation expense as follows for the three months ended March 31: Schedule of Stock-based Compensation Expense 2024 2023 Three Months Ended March 31, 2024 2023 Stock-based compensation expense in operating expenses: Research and development $ 832,180 $ 654,471 General and administrative 499,166 618,811 Total $ 1,331,346 $ 1,273,282

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of Long-term Debt	Long-term debt consisted of the following at March 31, 2024 and December 31, 2023: Schedule of Long-term Debt March 31, December 31, Note payable $ 35,000,000 $ 35,000,000 Add: PIK interest (added to principal) 3,031,170 2,565,660 Less: unamortized debt issuance costs (419,921 ) (480,810 ) Less: unamortized debt discount (45,019 ) (49,439 ) Total long-term debt $ 37,566,230 $ 37,035,411
Schedule of Long Term Debt Future Principal Payments	Future principal payments, including the incurred PIK interest, are as follows: Schedule of Long Term Debt Future Principal Payments Years Ending December 31, 2025 $ 14,261,689 2026 19,015,585 2027 4,753,896 Total $ 38,031,170

Schedule of Potentially-Dilutiv

Schedule of Potentially-Dilutive Shares Excluded from Diluted Weighted-Average Shares Outstanding (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	13,621,840	20,296,563
Options to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,049,387	2,068,458
Warrants to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,517,725	7,266,102
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,958	3,273
Preferred Stock on an as-if-converted to Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	5,052,770	10,958,730

Net Loss Per Common Share (Deta

Net Loss Per Common Share (Details Narrative) - shares	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Pre-funded warrant shares	5,747,787	0

Schedule of Investment (Details

Schedule of Investment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss	$ 146,447,843	$ 149,919,974
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Gain		30,995
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Loss	(2,059)
Debt Securities, Held-to-Maturity, Fair Value	146,445,784	149,950,969
US Treasury Securities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Debt Securities, Held-to-Maturity, Amortized Cost, before Allowance for Credit Loss	146,447,843	149,919,974
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Gain		30,995
Debt Securities, Held-to-Maturity, Accumulated Unrecognized Loss	(2,059)
Debt Securities, Held-to-Maturity, Fair Value	$ 146,445,784	$ 149,950,969

Commitments (Details Narrative)

Commitments (Details Narrative) $ in Millions	Mar. 31, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Non-cancelable contractual commitment	$ 2

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)						3 Months Ended
	Mar. 26, 2024	Mar. 19, 2024	Mar. 15, 2024	Mar. 14, 2024	Jan. 15, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Common stock, shares authorized						65,000,000		65,000,000
Common stock, par value						$ 0.001		$ 0.001
Common stock, shares outstanding						30,773,895		25,506,012
Preferred stock, shares authorized						2,500,000		2,500,000
Preferred stock, par value						$ 0.001		$ 0.001
Preferred stock, shares outstanding						505,277		854,134
Additional warrants exercised			1,739,080			3,683
Class of warrant exercise price			$ 8.05
Proceeds from warant exercise			$ 14,000,000			$ 14,009,151
Declared Dividend						$ 0
Several Investors [Member]
Class of Stock [Line Items]
Additional warrants exercised						3,683
Cash						$ 9,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted	30,700	43,913		50,000	224,244
Cost basis of shares transferred	$ 5.75	$ 5.75		$ 5.75	$ 5.75
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued in conversion	307,000	439,130		500,000	2,242,440
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized						1,850,000

Schedule of Stock Options Activ

Schedule of Stock Options Activity (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Offsetting Assets [Line Items]
Options outstanding at beginning of year	2,815,392	1,976,586
Options outstanding, weighted average exercise price at beginning of year	$ 7.95	$ 6.34
Shares, Granted	285,795	119,985
Weighted Average Exercise Price, Granted	$ 15.29	$ 11.36
Shares, Exercised	(36,550)	(24,122)
Weighted Average Exercise Price, Exercised	$ 6.55	$ 5.30
Shares, Forfeited	(15,250)	(3,991)
Weighted Average Exercise, Forfeited	$ 9.05	$ 6.55
Options outstanding at end of year	3,049,387	2,068,458
Options outstanding, weighted average exercise price at end of year	$ 8.65	$ 6.65
Shares, options exercisable	1,569,614	1,114,767
Weighted Average Exercise Price, Options exercisable	$ 6.55	$ 5.91
Weighted Average Grant Date Fair Value for options granted during the period	$ 10.53	$ 7.81

Schedule of Stock Options Outst

Schedule of Stock Options Outstanding and Exercisable (Details) - Share-Based Payment Arrangement, Option [Member]	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options outstanding | shares	3,049,387
Options outstanding, weighted average remaining contractual life	7 years 11 months 12 days
Options outstanding, weighted average exercise price | $ / shares	$ 8.65
Options outstanding, aggregate intrinsic value | $	$ 39,506,833
Options exercisable | shares	1,569,614
Options exercisable, weighted average exercise price | $ / shares	$ 6.55
Options exercisable, aggregate intrinsic value | $	$ 23,646,843

Schedule of Assumptions for Fai

Schedule of Assumptions for Fair Value of Equity-based Awards (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk-free interest rate, minimum	3.94%	3.64%
Risk-free interest rate, maximum	4.33%	4.14%
Expected volatility	76.10%	79.80%
Expected dividend yield	0%	0%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	5 years 3 months	5 years 3 months
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected life (years)	6 years 29 days	6 years 29 days

Schedule of Unrecognized Compen

Schedule of Unrecognized Compensation Cost (Details)	Mar. 31, 2024 USD ($)
Share-Based Payment Arrangement [Abstract]
2024	$ 3,661,229
2025	3,483,405
2026	2,496,276
2027	1,501,013
2028	48,146
Total estimated compensation cost to be recognized	$ 11,190,069

Schedule of Stock-based Compens

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	$ 1,331,346	$ 1,273,282
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	832,180	654,471
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 499,166	$ 618,811

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($)					3 Months Ended
	May 12, 2022	May 12, 2021	May 10, 2018	Oct. 25, 2017	Mar. 31, 2024	Mar. 31, 2023	Jan. 01, 2024	May 11, 2023	Jan. 01, 2023	May 31, 2022	Jan. 01, 2022	Dec. 31, 2021	Jan. 01, 2021	May 31, 2020
May 2022 Exercise Price Modification [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option awards shares modified										776,324
Stock option exercise price per share										$ 5.50
Stock based compensation expense related to modification					$ 26,719	$ 39,612
Remaining stock based compensation expense related to modification					137,000
December 2021 Exercise Price Modification [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option awards shares modified												311,000
Stock option exercise price per share												$ 13.44
Stock based compensation expense related to modification					15,764	16,924
Remaining stock based compensation expense related to modification					82,000
May 2020 Exercise Price Modification [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option awards shares modified														203,750
Stock option exercise price per share														$ 5.10
Stock based compensation expense related to modification					696	7,108
Remaining stock based compensation expense related to modification					$ 0
2017 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares reserved for issuance				750,000				1,500,000
Change in common stock, shares reserved for issuance							255,060		216,673		149,189		102,998
Stock option description				increase automatically on January 1 of each year from 2025 through 2028 by the number of shares equal to 1.0% of the aggregate number of outstanding shares of Company common stock as of the immediately preceding December 31. However, the Company’s board may reduce the amount of the increase in any particular year.
Additional shares authorized under plan	500,000	500,000
Total common stock, shares reserved for issuance	1,000,000	1,000,000
Shares available for grant under the 2017 Plan					1,003,414
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized stock-based compensation expense					$ 1,290,193	1,222,328
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized stock-based compensation expense					$ 4,849	$ 4,642
Restricted stock awards outstanding					1,958	3,273
Restricted stock awards vested					0	0
Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Recognized stock-based compensation expense					$ 36,304	$ 46,312
Common stock, shares reserved for issuance			100,000
Change in common stock, shares reserved for issuance							127,530		108,337		74,594		51,499
Stock option description			number of shares equal to 0.5% of the total outstanding number of shares of Company common stock as of the immediately preceding December 31.
Shares available for issuance					394,165

Schedule of Long-term Debt (Det

Schedule of Long-term Debt (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Note payable	$ 35,000,000	$ 35,000,000
Add: PIK interest (added to principal)	3,031,170	2,565,660
Less: unamortized debt issuance costs	(419,921)	(480,810)
Less: unamortized debt discount	(45,019)	(49,439)
Total long-term debt	$ 37,566,230	$ 37,035,411

Schedule of Long Term Debt Futu

Schedule of Long Term Debt Future Principal Payments (Details)	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2025	$ 14,261,689
2026	19,015,585
2027	4,753,896
Total	$ 38,031,170

Debt (Details Narrative)

Debt (Details Narrative) - Innovatus Life Sciences [Member] - USD ($) $ in Millions	Mar. 31, 2024	Dec. 22, 2022	Aug. 09, 2022	Apr. 08, 2021
Amended Loan Agreement [Member]
Short-Term Debt [Line Items]
Funded contingent loan, outstanding	$ 35
Amended Loan Agreement [Member] | Term A Loan [Member]
Short-Term Debt [Line Items]
Non-contingent loan, amount				$ 15
Amended Loan Agreement [Member] | Term B Loan [Member]
Short-Term Debt [Line Items]
Non-contingent loan, amount		$ 20
Amended Loan Agreement [Member]
Short-Term Debt [Line Items]
Unfunded contingent maximum loan, amount			$ 75
Increase from original loan amount			$ 50

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - Open Market Sale Agreement [Member] - Jefferies LLC [Member] - Subsequent Event [Member] $ / shares in Units, $ in Millions	Apr. 01, 2024 USD ($) $ / shares shares
Subsequent Event [Line Items]
Number of shares sold | shares	435,414
Average selling price per share | $ / shares	$ 17.55
Gross proceeds from ATM offering	$ 7.6
Commissions and offering expenses	$ 0.2