Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 001-37853 | ||
Entity Registrant Name | First Wave BioPharma, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4993860 | ||
Entity Address, Address Line One | 777 Yamato Road, Suite 502 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33431 | ||
City Area Code | 561 | ||
Local Phone Number | 589-7020 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | FWBI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6.7 | ||
Entity Common Stock, Shares Outstanding | 2,025,199 | ||
Entity Central Index Key | 0001604191 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Firm ID | 339 | ||
Auditor Name | Mazars USA LLP | ||
Auditor Location | New York, New York |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 3,711,770 | $ 1,362,910 |
Other receivables | 93,014 | |
Prepaid expenses | 1,244,466 | 1,956,831 |
Total Current Assets | 4,956,236 | 3,412,755 |
Property, equipment, and leasehold improvements, net | 14,565 | 43,839 |
Other Assets: | ||
Restricted cash | 21,522 | 21,513 |
Goodwill | 1,684,182 | 1,684,182 |
Operating lease right-of-use assets | 195,440 | 259,261 |
Deposits | 11,250 | 18,149 |
Total Other Assets | 1,912,394 | 1,983,105 |
Total Assets | 6,883,195 | 5,439,699 |
Current Liabilities: | ||
Accounts payable | 554,277 | 720,040 |
Accrued expenses | 825,290 | 320,176 |
Accrued dividend payable | 1,069,616 | 761,488 |
Note payable | 612,784 | 603,494 |
Operating lease liabilities - current | 67,111 | 66,151 |
Other current liabilities | 4,239 | 12,138 |
Total Current Liabilities | 3,133,317 | 2,483,487 |
Operating lease liabilities - non-current | 146,949 | 214,060 |
Total Liabilities | 3,280,266 | 2,697,547 |
Stockholders' Equity: | ||
Common stock - Par value $0.0001 per share; 100,000,000 shares authorized; 1,560,998 and 49,750 shares issued and outstanding at December 31, 2023 and 2022, respectively. | 156 | 5 |
Additional paid-in capital | 187,931,445 | 171,275,836 |
Accumulated deficit | (184,328,672) | (168,533,689) |
Total Stockholders' Equity | 3,602,929 | 2,742,152 |
Total Liabilities and Stockholders' Equity | 6,883,195 | 5,439,699 |
Series B Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series C Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series D Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | 0 | 0 |
Series E Preferred Stock | ||
Stockholders' Equity: | ||
Preferred stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 05, 2022 | Nov. 28, 2022 | Nov. 25, 2022 | Jul. 15, 2022 | Jan. 05, 2021 | Jul. 16, 2020 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||||||
Common stock, shares issued (in shares) | 1,560,998 | 49,750 | ||||||
Common stock, shares outstanding (in shares) | 1,560,998 | 49,750 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||||
Preferred stock, shares designated (in shares) | 10,000,000 | |||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Series B Preferred Stock | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||||
Preferred stock, shares designated (in shares) | 5,194.81 | 5,194.81 | ||||||
Preferred stock, shares issued (in shares) | 514.96 | 550.17 | ||||||
Preferred stock, shares outstanding (in shares) | 514.96 | 550.17 | ||||||
Series C Preferred Stock | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |||||||
Preferred stock, shares designated (in shares) | 75,000 | 75,000 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Series D Preferred Stock | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares designated (in shares) | 150 | 150 | 150 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Series E Preferred Stock | ||||||||
Preferred stock, shares designated (in shares) | 150 | 150 | ||||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||||||
Series F Preferred Stock | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares designated (in shares) | 7,000 | 7,000 | 7,000 | |||||
Preferred stock, shares issued (in shares) | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development expenses | $ 5,033,218 | $ 8,776,302 |
Research and development recovery - intellectual property acquired | (8,085,045) | |
General and administrative expenses | 10,737,609 | 11,986,809 |
Total operating expenses | 15,770,827 | 12,678,066 |
Loss from operations | (15,770,827) | (12,678,066) |
Other expense: | ||
Interest expense | (22,463) | (15,879) |
Interest income | 2,531 | 8,415 |
Loss on dissolution of foreign entity | (1,711,371) | |
Other expense | (4,224) | (232,741) |
Total other expenses | (24,156) | (1,951,576) |
Net loss | (15,794,983) | (14,629,642) |
Other comprehensive loss: | ||
Dissolution of foreign entity | 1,711,371 | |
Foreign currency translation adjustment | (487,236) | |
Total comprehensive loss | (15,794,983) | (13,405,507) |
Net loss | (15,794,983) | (14,629,642) |
Deemed dividend on warrant modifications | (47,300) | |
Preferred stock dividends | (308,128) | (296,127) |
Net loss applicable to common shareholders | $ (16,103,111) | $ (14,973,069) |
Basic weighted average shares outstanding | 336,342 | 35,912 |
Diluted weighted average shares outstanding | 336,342 | 35,912 |
Loss per share applicable to common shareholders - basic | $ (47.88) | $ (416.94) |
Loss per share applicable to common shareholders - diluted | $ (47.88) | $ (416.94) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Issuance of Common Stock, Pre Funded Warrants in the March 2023 Offering Common Stock Series D Convertible Preferred Stock | Issuance of Common Stock, Pre Funded Warrants in the March 2023 Offering Additional Paid-in Capital Series D Convertible Preferred Stock | Issuance of Common Stock, Pre Funded Warrants in the March 2023 Offering Series D Convertible Preferred Stock | Issuance of Common Stock, Pre Funded Warrants in July 2023 Offering Common Stock | Issuance of Common Stock, Pre Funded Warrants in July 2023 Offering Additional Paid-in Capital | Issuance of Common Stock, Pre Funded Warrants in July 2023 Offering | Issuance of Common Stock in Connection with Exercise of Warrants in the June 2023 Inducement Offering Common Stock Series E Convertible Preferred Stock | Issuance of Common Stock in Connection with Exercise of Warrants in the June 2023 Inducement Offering Additional Paid-in Capital Series E Convertible Preferred Stock | Issuance of Common Stock in Connection with Exercise of Warrants in the June 2023 Inducement Offering Series E Convertible Preferred Stock | Issuance of Common Stock in Connection With Exercise of Warrants in September 2023 Inducement Offering Public warrant Common Stock | Issuance of Common Stock in Connection With Exercise of Warrants in September 2023 Inducement Offering Public warrant Additional Paid-in Capital | Issuance of Common Stock in Connection With Exercise of Warrants in September 2023 Inducement Offering Public warrant | Private placement Common Stock | Private placement Additional Paid-in Capital | Private placement | Public warrant Common Stock | Public warrant Additional Paid-in Capital | Public warrant | Convertible preferred stock Series B Convertible Preferred Stock | Convertible preferred stock Series C Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Series E Convertible Preferred Stock | Total |
Balance at the beginning (in shares) at Dec. 31, 2021 | 662 | 3,540 | ||||||||||||||||||||||||
Balance at the beginning at Dec. 31, 2021 | $ 1 | $ 147,306,631 | $ (153,904,047) | $ (1,224,135) | $ (7,821,550) | |||||||||||||||||||||
Issuance of common stock, pre-funded warrants, net of issuance costs (in shares) | 1,821 | 5,185,566 | ||||||||||||||||||||||||
Issuance of common stock, pre-funded warrants, net of issuance costs | $ 5,185,566 | 7,971,931 | 7,971,931 | |||||||||||||||||||||||
Exercise of pre-funded warrants into common stock | $ 3 | 48,416 | 48,419 | |||||||||||||||||||||||
Deemed dividend of Series B preferred stock | (296,127) | (296,127) | ||||||||||||||||||||||||
Issuance of common stock at-the-market for cash, net of offering costs (in shares) | 10,851 | |||||||||||||||||||||||||
Issuance of common stock at-the-market for cash, net of offering costs | $ 1 | 7,691,220 | 7,691,221 | |||||||||||||||||||||||
Warrant modification | 47,300 | 47,300 | ||||||||||||||||||||||||
Deemed dividend on warrant modifications | (47,300) | (47,300) | ||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | (112) | (111) | ||||||||||||||||||||||||
Common Stock issued to consultants | 200,490 | 200,490 | ||||||||||||||||||||||||
Common stock issued to consultants (in shares) | 378 | |||||||||||||||||||||||||
Issuance of Series D preferred stock and warrants, net of offering costs | 178,336 | 178,336 | ||||||||||||||||||||||||
Issuance of Series D preferred stock and warrants, net of offering costs (in shares) | 150 | |||||||||||||||||||||||||
Issuance of Series E preferred stock, net of offering costs | 20,663 | 20,663 | ||||||||||||||||||||||||
Issuance of Series E preferred stock, net of offering costs (in shares) | 150 | |||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock (in shares) | (150) | 238 | (150) | |||||||||||||||||||||||
Dissolution of foreign entity | 1,711,371 | 1,711,371 | ||||||||||||||||||||||||
Deemed dividend related to exchange of Series B preferred stock | $ 2,199,586 | $ 2,199,586 | ||||||||||||||||||||||||
Common stock and pre-funded warrants issued upon conversion of Series C preferred stock (in shares) | 32,181 | |||||||||||||||||||||||||
Issuance of common stock, pre-funded warrants and warrants for cash, net of offering costs (in shares) | 392 | |||||||||||||||||||||||||
Stock-based compensation | 769,124 | 769,124 | ||||||||||||||||||||||||
Foreign currency translation adjustment | $ (487,236) | (487,236) | ||||||||||||||||||||||||
Net loss | (14,629,642) | (14,629,642) | ||||||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2022 | 550 | 49,750 | ||||||||||||||||||||||||
Balance at the end at Dec. 31, 2022 | $ 5 | 171,275,836 | (168,533,689) | 2,742,152 | ||||||||||||||||||||||
Issuance of common stock, pre-funded warrants, net of issuance costs (in shares) | 6,400 | 30,500 | 881,337 | |||||||||||||||||||||||
Issuance of common stock, pre-funded warrants, net of issuance costs | $ 1 | $ 3,690,972 | $ 3,690,973 | $ 3 | $ 1,833,924 | $ 1,833,927 | ||||||||||||||||||||
Issuance of common stock in connection with the exercise of warrants, net of offering costs (in shares) | 86,216 | 294,101 | 199,974 | |||||||||||||||||||||||
Issuance of common stock in connection with the exercise of warrants, net of offering costs | $ 9 | $ 2,239,056 | $ 2,239,065 | $ 29 | $ 3,706,742 | $ 3,706,771 | $ 88 | $ 4,358,734 | $ 4,358,822 | |||||||||||||||||
Exercise of pre-funded warrants into common stock | $ 20 | 637 | 657 | |||||||||||||||||||||||
Deemed dividend of Series B preferred stock | 308,128 | 308,128 | ||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | (35) | 28 | ||||||||||||||||||||||||
Common Stock issued to consultants | $ 1 | 93,200 | $ 93,201 | |||||||||||||||||||||||
Common stock issued to consultants (in shares) | 5,673 | |||||||||||||||||||||||||
Stock cancelled during period, shares, acquisitions (in shares) | 481 | |||||||||||||||||||||||||
Common stock and warrants issued to consultants (in shares) | 7,500 | |||||||||||||||||||||||||
Effect of cancelled shares from the reverse stock split (in shares) | (148) | |||||||||||||||||||||||||
Effect of cancelled shares from the reverse stock split (in shares) | (333) | |||||||||||||||||||||||||
Stock-based compensation | 1,040,472 | $ 1,040,472 | ||||||||||||||||||||||||
Net loss | (15,794,983) | (15,794,983) | ||||||||||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2023 | 1,560,998 | |||||||||||||||||||||||||
Balance at the end at Dec. 31, 2023 | $ 515 | $ 156 | $ 187,931,445 | $ (184,328,672) | $ 3,602,929 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - shares | Dec. 18, 2023 | Jan. 18, 2023 | Aug. 26, 2022 |
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) (unaudited) | |||
Reverse stock splits (in shares) | 20 | 7 | 30 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (15,794,983) | $ (14,629,642) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 29,274 | 29,271 |
Change in right-of-use assets | 63,821 | 76,936 |
Stock-based compensation | 1,040,472 | 769,124 |
Realized foreign currency translation loss from dissolution of subsidiary | 1,711,371 | |
Common stock issued to consultants | 93,201 | 200,490 |
Changes in operating assets and liabilities: | ||
Other receivables | 93,014 | (93,014) |
Prepaid expenses | 712,365 | (177,069) |
Lease liabilities | (66,151) | (108,916) |
Deposits | 6,899 | 25,863 |
Accounts payable | (165,763) | (1,987,691) |
Accrued expenses | 1,617,898 | (73,077) |
Payble related to acquisition | (8,085,045) | |
Other liabilities | (7,899) | (2,680) |
Net cash used in operating activities | (12,377,852) | (22,344,079) |
Cash flows from investing activities: | ||
Payment related to license agreement | (500,000) | |
Net cash used in investing activities | (500,000) | |
Cash flows from financing activities: | ||
Proceeds from issuance of preferred stock, net | 198,999 | |
Proceeds from issuance of common stock, pre-funded warrants and warrants, net of offering costs | 5,524,900 | 15,357,083 |
Proceeds, Issuance of Shares, Share-Based Payment Arrangement, Excluding Option Exercised | 10,304,658 | |
Proceeds from exercise of pre - funded warrants | 657 | 48,419 |
Issuance of common stock at-the-market for cash, net of offering costs | 7,691,221 | |
Payment related to acquisition | (6,914,955) | |
Repayments of note payable | (603,494) | (641,236) |
Net cash provided by financing activities | 15,226,721 | 15,739,531 |
Increase (decrease) in cash and cash equivalents | 2,348,869 | (6,604,548) |
Effect of exchange rate changes on cash | (259,713) | |
Cash, cash equivalents and restricted cash, beginning balance | 1,384,423 | 8,248,684 |
Cash, cash equivalents and restricted cash, ending balance | 3,733,292 | 1,384,423 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 22,463 | 15,879 |
Non-cash investing and financing activities: | ||
Deemed dividend on warrant modifications | (47,300) | |
Accrued dividends on preferred stock | (308,128) | (296,127) |
Issuance of note payable relating to insurance policies | $ 683,001 | $ 677,027 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
The Company and Basis of Presentation | |
The Company and Basis of Presentation | Note 1 - The Company and Basis of Presentation The Company First Wave BioPharma, Inc. (“ First Wave FWB GI In March 2024, the Company announced the closing of an acquisition, referred to as a merger with ImmunogenX, Inc. (“ IMGX GFDs The Company is currently focused on developing its pipeline of gut-restricted GI clinical drug candidates, including Latiglutenase, a targeted oral biotherapeutic for celiac disease; the biologic Adrulipase (formerly MS1819), a recombinant lipase enzyme designed to enable the digestion of fats and other nutrients; Capeserod, a selective 5-HT4 receptor partial agonist which the Company will pursue for GI indications; and Niclosamide, an oral small molecule with anti-viral and anti-inflammatory properties. The Company’s Latiglutenase program is focused on the development of an orally administered, minimally - absorbed, biologic for improving multiple gluten - induced symptoms and consequent quality of life ( “QOL” CeD EPI CF CP CNS AI The Company is developing its product candidates for a host of GI diseases where there are significant unmet clinical needs and limited therapeutic options, resulting in painful, life threatening and discomforting consequences for patients. Since its inception, the Company has devoted substantially all of its efforts to research and development, business development, and raising capital, and has financed its operations through issuance of common stock, convertible preferred stock, convertible debt and other debt/equity instruments. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development and regulatory success, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, and ability to secure additional capital to fund operations. Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its capital stock. As of December 31, 2023, the Company had approximately $3.7 million in cash and cash equivalents. The Company has incurred recurring losses,has no revenues, has experienced recurring negative operating cash flows and requires significant cash resources to execute its business plans. The Company has an accumulated deficit of approximately $184.3 million as of December 31, 2023. In addition, the Company is subject to other challenges and risks specific to its business and ability to execute on its strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of its product candidates; delays or problems in the manufacture and supply of its product candidates, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; and the challenges of protecting and enhancing its intellectual property rights; complying with applicable regulatory requirements. Substantial Doubt about the Company's Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared as if the Company will continue as a going concern. The Company has incurred significant operating losses and negative cash flows from operations since inception. On December 31, 2023, the Company had cash and cash equivalents of approximately $3.7 million, and an accumulated deficit of approximately $184.3 million. Subsequent to December 31, 2023, the Company has raised aggregate gross proceeds of approximately $4.0 million from a March 2024 Registered Direct Offering. The Company has incurred recurring losses, has experienced recurring negative operating cash flows, and requires significant cash resources to execute its business plans. Historically, the Company’s major sources of cash have been comprised of proceeds from various public and private offerings of its capital stock. The Company is dependent on obtaining additional working capital funding from the sale of equity and/or debt securities in order to continue to execute its development plans and continue operations. Without adequate working capital, the Company may not be able to meet its obligations and continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“ GAAP On December 18, 2023, the Company effected a reverse stock split, whereby every twenty shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On January 18, 2023, the Company effected a reverse stock split, whereby every seven shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On August 26, 2022, the Company effected a reverse stock split, whereby every thirty shares of the Company’s issued and outstanding common stock were converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. All share and per share amounts have been retroactively restated to reflect the reverse stock splits referenced above. |
Significant Accounting Policies
Significant Accounting Policies and Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements | |
Significant Accounting Policies and Recent Accounting Pronouncements | Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements Use of Estimates The accompanying consolidated financial statements are prepared in conformity with GAAP and include certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements (including goodwill), and the reported amounts of revenue and expense during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. Reverse Stock Split On December 18, 2023, the Company effected a reverse stock split, whereby every twenty shares of the Company's issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On January 18, 2023, the Company effected a reverse stock split, whereby every seven shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On August 26, 2022, the Company effected a reverse stock split, whereby every thirty shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. All share and per share amounts have been retroactively restated to reflect the reverse stock splits referenced above. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalent balances were highly liquid at December 31, 2023 and 2022. As of each of December 31, 2023 and December 31, 2022, the Company has classified approximately $0.02 million as restricted cash. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash. The Company primarily maintains its cash balances with financial institutions in federally insured accounts in the U.S. The Company may from time to time have cash in banks in excess of FDIC insurance limits. At December 31, 2023 and 2022, the Company had approximately $3.7 million and $0.9 million, respectively, in one account in the U.S. in excess of these limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. Equity-Based Payments to Non-Employees Equity-based payments to non-employees are measured at fair value on the grant date per ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. Fair Value Measurements The Company follows Accounting Standards Codification (“ ASC ASC 820 As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. Foreign Currency Translation For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities were translated to U.S. dollars, which is the functional currency, at period end exchange rates. Income and expense items were translated at average rates of exchange prevailing during the periods presented. Gains and losses from translation adjustments were accumulated in a separate component of stockholders’ equity up until the dissolution of AzurRx SAS in October 2022, at which time cumulative translation adjustments were recognized as a loss for the year ended December 31, 2022. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. The Company has not recognized any impairment charges through December 31, 2023 related to goodwill. Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360” Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ ASC 740 The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2023 and 2022, the Company does not have any significant uncertain tax positions. Leases Leases are recorded on the balance sheet as right of use assets and lease obligations. Loss Per Share Basic loss per share (“ EPS The dilutive effect of stock options is determined using the treasury stock method. Stock options to purchase shares of Common Stock of the Company during fiscal 2023 and 2022 were not included in the computation of diluted EPS because the Company has incurred a loss for the years ended December 31, 2023 and 2022 and the effect would be anti-dilutive. Research and Development Research and development costs are charged to operations when incurred and are included in operating expense, except for goodwill related to patents. Research and development costs consist principally of compensation of employees and consultants that perform the Company’s research activities, payments to third parties for preclinical and non-clinical activities, expenses with clinical research organizations (“ CROs CDMOs CMC Research and Development – Intellectual Property Acquired The Company records intellectual property in asset acquisitions that have not reached technological feasibility and which have no alternative future use, as an expense at the acquisition date. On December 31, 2020, the Company entered into a license agreement (the “ FWB License Agreement On July 29, 2022, the Company reached an agreement to restructure its obligations to the former FWB stockholders (the “ July 2022 Term Sheet Second Payment Stock-Based Compensation The Company’s board of directors (the “ Board 2014 Plan 2020 Plan The Company accounts for its stock-based compensation awards to employees and Board members in accordance with ASC Topic 718, Compensation-Stock Compensation (“ ASC 718 For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “ FASB ASU 2020-06 SEC In June 2016, the FASB issued accounting pronouncement ASU 2016-13 – Measurement of Credit Losses on Financial Statements (“ ASU 2016-13 In June 2022, the FASB issued ASU 2022-03 - Fair Value Measurement, or Topic 820: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ ASU 2022-03 ”). This new standard clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company has assessed the impact of the update and determined it does not have a material impact on the accompanying financial statements and disclosures. The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures | |
Fair Value Disclosures | Note 3 - Fair Value Disclosures Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The fair value of the Company’s financial instruments are as follows: Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value December 31, 2023: Money market funds $ 12,131 $ 12,131 $ — $ — $ 12,131 Note payable 612,784 — 612,784 — 612,784 December 31, 2022: Money market funds 509,890 509,890 — — 509,890 Note payable $ 603,494 $ — $ 603,494 $ — $ 603,494 At December 31, 2023 and 2022, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP. |
Asset Acquisition
Asset Acquisition | 12 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition | |
Asset Acquisition | Note 4 – Asset Acquisition The Asset Acquisition During the year ended December 31, 2022, the Company paid an aggregate of $6.9 million in cash towards the purchase price of FWB in accordance with the terms of an Agreement and Plan of Merger dated as of September 13, 2021 (the “ Merger Agreement November 2021 Settlement Agreement On May 19, 2022, the Representative filed a complaint against the Company in the Court of Chancery in the State of Delaware (the “ FWB Action July 2022 Term Sheet Second Payment Payments In the July 2022 Term Sheet, the Representative agreed to stay the FWB Action for a period of 90 days and to eliminate the Company’s obligation to pay a portion of any offering proceeds to the Representative. In addition, the Company’s obligation to use commercially reasonable efforts to develop Niclosamide will be deferred for a period of 24 months from the date of the July 2022 Term Sheet. Effective upon the Second Payment, the Representative dismissed the FWB Action with prejudice and extinguished the remaining fixed payment obligations owed to the former FWB shareholders. On November 30, 2022, the Company entered into a formal settlement agreement with the Representative on substantially the same terms as the July 2022 Term Sheet (the “ November 2022 Settlement Agreement Accounting Treatment Under the July 2022 Term Sheet, the $1.5 million in cash due and paid on July 29, 2022, as well as the Second Payment due and paid in September 2022, were recorded as a reduction to current liabilities for the year ended December 31, 2022. Effective upon the Second Payment, the approximately $10.1 million of remaining fixed payment obligations previously owed to the former FWB shareholders was settled. The third payment obligation of $2.0 million due and paid by November 30, 2022 was recorded as research and development expense in the year ended December 31, 2022. The remaining unachieved potential milestone payments and revenue share are not yet considered probable, therefore have not been accrued as of December 31, 2022. Depending on the status of development at the time a contingent payment is recognized, the Company may determine that the payment should be expensed as research and development or be capitalized as an intangible asset. This determination will be based on the facts and circumstances that exist at the time a contingent payment is recognized. |
Property, Equipment and Leaseho
Property, Equipment and Leasehold Improvements | 12 Months Ended |
Dec. 31, 2023 | |
Property, Equipment and Leasehold Improvements | |
Property, Equipment and Leasehold Improvements | Note 5 – Property, Equipment and Leasehold Improvements Property, equipment and leasehold improvements consisted of the following: December 31, 2023 2022 Computer equipment and software $ 11,540 $ 11,540 Office equipment 48,278 48,278 Leasehold improvements 28,000 28,000 Total property, plant, and equipment 87,818 87,818 Less accumulated depreciation (73,253) (43,979) Property, plant and equipment, net $ 14,565 $ 43,839 Depreciation expense was approximately $29,000 for each of the years ended December 31, 2023 and December 31, 2022. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Goodwill | Note 6 – Goodwill Goodwill was reinstated on the Company’s books in U.S. dollars due to the dissolution of AzurRx SAS in October 2022. Going forward, there will no longer be a foreign translation adjustment. Goodwill is as follows: Goodwill Balance on January 1, 2022 $ 1,911,705 Foreign currency translation (227,523) Balance on December 31, 2022 1,684,182 Foreign currency translation — Balance on December 31, 2023 $ 1,684,182 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Accrued Expenses | Note 7 - Accrued Expenses Accrued expenses consisted of the following: December 31, December 31, 2023 2022 Payroll and benefits $ 495,741 $ — Professional fees 253,577 309,867 Consulting 75,972 4,969 Clinical trials — 5,340 Total accrued expenses $ 825,290 $ 320,176 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Note Payable | |
Note Payable | Note 8 – Note Payable Directors and Officer’s and Other Liability Insurances On November 30, 2023, the Company entered into 9-month On November 30, 2022, the Company entered into a 9-month |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2023 | |
Capital Stock | |
Capital Stock | Note 9 – Capital Stock Our certificate of incorporation, as amended and restated (the “ Charter On December 18, 2023, the Company effected a reverse stock split, whereby every twenty shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On January 18, 2023, the Company effected a reverse stock split, whereby every seven shares of the Company's issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On August 26, 2022, the Company effected a reverse stock split, whereby every thirty shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. All share and per share amounts have been retroactively restated to reflect the reverse stock splits referenced above. Common Stock The Company had 1,560,998 and 49,750 shares of its Common Stock issued outstanding Each holder of Common Stock is entitled to one vote for each share of Common Stock held on all matters submitted to a vote of the stockholders. The Company’s Charter and Amended and Restated Bylaws (the “ Bylaws In addition, the holders of the Company’s Common Stock will be entitled to receive ratably such dividends, if any, as may be declared by the Board out of legally available funds; however, the current policy of the Board is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of the Company’s Common Stock will be entitled to share ratably in all assets that are legally available for distribution. Holders of the Company’s Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of the Company’s preferred stock that it may designate and issue in the future. Preferred Stock The Board is authorized to divide the preferred stock into any number of series, fix the designation and number of each such series, and determine or change the designation, relative rights, preferences, and limitations of any series of preferred stock. The Board of may increase or decrease the number of shares initially fixed for any series, but no decrease may reduce the number below the shares then outstanding and duly reserved for issuance. On July 16, 2020, the Company designated approximately 5,194.81 shares as Series B Preferred Stock. As of December 31, 2023 and 2022, 514.96 and 550.17 shares of Series B Preferred Stock were issued outstanding On January 5, 2021, the Company designated 75,000 shares as Series C Preferred Stock. Shares of Series C Preferred Stock converted into Common Stock (or Prefunded Warrants, as applicable) or redeemed shall be canceled and shall not be reissued. As of December 31, 2023 and 2022, 0 shares of Series C Preferred Stock were issued and outstanding, with approximately 41,903 shares of Series C Preferred Stock remaining authorized but unissued. On July 15, 2022, the Company designated 150 shares as Series D Preferred Stock and had 0 shares of Series D Preferred Stock issued and outstanding on December 31, 2023 and 2022. On July 15, 2022, the Company designated 150 shares as Series E Preferred Stock and had 0 shares of Series E Preferred Stock issued and outstanding on December 31, 2023 and 2022. On November 28, 2022, the Company designated 7,000 shares as Series F Preferred Stock and had 0 shares of Series F Preferred Stock issued and outstanding on December 31, 2023 and 2022. At December 31, 2023, the Company had approximately 9,999,485.04 shares of preferred stock remaining authorized but unissued. Series B Convertible Preferred Stock Pursuant to the Certificate of Designation of Rights and Preferences of the Series B Preferred Stock (the “ Series B Certificate of Designation Series B Stated Value Under the Certificate of Designations, each share of Series B Preferred Stock carries a liquidation preference equal to the Series B Stated Value (as adjusted thereunder) plus accrued and unpaid dividends thereon (the “ Liquidation Preference Each share of Series B Preferred Stock will be convertible at the holder’s option at any time, into Common Stock at a conversion rate equal to the quotient of (i) the Series B Stated Value divided by (ii) the conversion price of $32,340.00. In addition, at any time after the six month anniversary of the Series B Closing Date, if the closing sale price per share of Common Stock exceeds 250% of the conversion price, or $80,850.00, for 20 consecutive trading days, then all of the outstanding shares of Series B Preferred Stock will automatically convert (the “ Automatic Conversion The holders of the Series B Preferred Stock, voting as a separate class, will have customary consent rights with respect to certain corporate actions of the Company. The Company may not take the following actions without the prior consent of the holders of at least a majority of the Series B Preferred Stock then outstanding: (a) authorize, create, designate, establish, issue or sell an increased number of shares of Series B Preferred Stock or any other class or series of capital stock ranking senior to or on parity with the Series B Preferred Stock as to dividends or upon liquidation; (b) reclassify any shares of Common Stock or any other class or series of capital stock into shares having any preference or priority as to dividends or upon liquidation superior to or on parity with any such preference or priority of Series B Preferred Stock; (c) amend, alter or repeal the Certificate of Incorporation or Bylaws of the Company and the powers, preferences, privileges, relative, participating, optional and other special rights and qualifications, limitations and restrictions thereof, which would adversely affect any right, preference, privilege or voting power of the Series B Preferred Stock; (d) issue any indebtedness or debt security, other than trade accounts payable, insurance premium financings and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase, or otherwise alter in any material respect the terms of any such indebtedness existing as of the date of first issuance of shares of Series B Preferred Stock; (e) redeem, purchase, or otherwise acquire or pay or declare any dividend or other distribution on (or pay into or set aside for a sinking fund for any such purpose) any capital stock of the Company; (f) declare bankruptcy, dissolve, liquidate, or wind up the affairs of the Company; (g) effect, or enter into any agreement to effect, a Change of Control (as defined in the Certificate of Designations); or (h) materially modify or change the nature of the Company’s business. Most Favored Nations Exchange Right and Waiver Agreements In the event the Company effects any issuance by the Company or any of its subsidiaries of Common Stock or Common Stock equivalents for cash consideration, or a combination of units thereof (a “ Subsequent Financing Exchange Amount Series B Exchange Right Between February 1, 2022 and February 7, 2022, the Company entered into waiver agreements (the “ Waiver During the year ended December 31, 2022, the Company entered into Waivers with holders of approximately $2.88 million of stated value of Series B Preferred Stock. The Company also entered into Waivers with Company insiders holding approximately $0.047 million of stated value of Series B Preferred Stock for which the Company did not pay a waiver fee. The cash waivers paid of approximately $0.233 million were recorded as other expense on the Company’s condensed consolidated statements of operations for the year ended December 31, 2022. Effective May 12, 2022, the holders of 81.3% of the outstanding shares of the Series B Preferred Stock permanently waived for themselves and all other holders of the Series B Preferred Stock the Series B Exchange Right with respect to any Subsequent Financing occurring on or after January 1, 2022 (the “ Permanent Waiver Record Holders Pursuant to the terms of the Series B Certificate of Designation, the written consent of the holders of at least a majority of the Series B Preferred Stock outstanding was required to consent to the Permanent Waiver (the “ Required Consent Expiration Date Consenting Holders The Required Consent was obtained from the Consenting Holders and the solicitation terminated in accordance with its terms as of the Expiration Date. The Permanent Waiver was effective immediately upon the Expiration Date and was binding on all holders of the Series B Preferred Stock, including those holders that did not timely consent to the Permanent Waiver prior to the Expiration Date. The Permanent Waiver will also be applicable to any future holder of Series B Preferred Stock. A notation of the Permanent Waiver was made on the books and records of the Company’s transfer agent and a legend reflecting the Permanent Waiver was placed on any physical share certificate representing shares of Series B Preferred Stock. Pursuant to the terms of a Waiver Agreement entered into by the Company and the Consenting Holders (the “ Waiver Agreement Series B Warrants Exercise Price Reduction As of December 31, 2023, (i) holders of approximately 1,839.76 shares of Series B Preferred Stock with an aggregate Exchange Amount of approximately $14.4 million had previously elected to exercise their Series B Exchange Rights into Series C Preferred Stock, convertible into an aggregate of 395 shares of Common Stock (which conversion the Company has elected to make in full), and additional Investor Warrants exercisable for up to an aggregate of 395 shares of Common Stock, (ii) holders of approximately 130.18 shares of Series B Preferred Stock with an aggregate Exchange Amount of approximately $1.2 million had previously elected to exercise their Series B Exchange Rights into 101 shares of Common Stock with no warrants, and (iii) holders of approximately 30.91 shares of Series B Preferred Stock with an aggregate Exchange Amount of approximately $265,000 had previously elected to exercise their Series B Exchange Rights into 44 shares of Common Stock, and additional Series C Warrants exercisable for up to an aggregate of 44 shares of Common Stock. Series F Preferred Stock On November 25, 2022, the board of directors of the Company declared a dividend of 0.001 of a share of Series F Preferred Stock, par value $0.0001 per share, for each outstanding share of Company common stock, par value $0.0001 per share to stockholders of record on December 5, 2022. Each share of Series F Preferred Stock entitled the holder thereof to 1,000,000 votes per share (each 0.001 of a share of Series F Preferred Stock would entitle the holder thereof to 1,000 votes). The outstanding shares of Series F Preferred Stock voted together with the outstanding shares of Common Stock of the Company as a single class exclusively with respect to (1) any proposal to reclassify the outstanding shares of Common Stock into a smaller number of shares of Common Stock at a ratio specified in or determined in accordance with the terms of such amendment (the “ Reverse Stock Split Adjournment Proposal The Series F Preferred Stock will rank senior to the Common Stock as to any distribution of assets upon a liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily (a “ Dissolution At The Market Agreement with H.C. Wainwright On May 26, 2021, the Company entered into an At The Market Offering Agreement (the “ ATM Agreement Wainwright December 2023 Inducement Offering On December 27, 2023 the Company entered into warrant exercise inducement offer letters with certain holders (the “ December 2023 Holders December 2023 Existing Warrants December 2023 Inducement Warrants December 2023 Inducement Warrant Shares December 2023 Inducement Offering Roth September 2023 Inducement Offering On September 14, 2023, the Company entered into warrant exercise inducement offer letters with certain holders (the “ September 2023 Holders September 2023 Existing Warrants September 2023 Inducement Warrants September 2023 Inducement Warrant Shares September 2023 Inducement Offering July 2023 Offering On July 21, 2023, the Company completed an offering (the “ July 2023 Offering July 2023 Pre-Funded Warrants July 2023 Warrants The Company received gross proceeds of approximately $2.1 million less placement agent’s fees and other offering expenses of approximately $250,000. June 2023 Inducement Offering On June 13, 2023, the Company entered into warrant exercise inducement offer letters with certain holders (the “ June 2023 Holders June 2023 Existing Warrants June 2023 Inducement Warrants June 2023 Inducement Warrant Shares June 2023 Inducement Offering March 2023 Private Placement On March 15, 2023, the Company completed a private placement offering (the “ March 2023 Offering March 2023 Pre-Funded Warrants March 2023 Warrants The Company received gross proceeds of approximately $4.0 million less placement agent’s fees and other offering expenses of approximately $300,000. November 2022 Private Placement On November 22, 2022, the Company completed a private placement (the “ November 2022 Offering November 2022 Pre-Funded Warrants November 2022 Pre-Funded Warrant Shares Common Stock November 2022 Common Warrants November 2022 Warrants November 2022 Common Warrant Shares November 2022 Warrant Shares The issuance of the November 2022 Pre-Funded Warrant Shares in excess of 19.99% of the shares of Common Stock outstanding prior to the Offering and the issuance of the November 2022 Common Warrant Shares was subject to stockholder approval under Nasdaq rules (the “ Stockholder Approval five As compensation to Wainwright, who was the exclusive placement agent in connection with the November 2022 Offering, the Company paid Wainwright a cash fee of 7% of the aggregate gross proceeds raised and reimbursement of certain expenses and legal fees. The Company received net proceeds of approximately $2.2 million after deducting the Placement Agent fees and other Offering expenses. The Company intends to use the net proceeds from the November 2022 Offering for working capital purposes. October 2022 Public Offering On October 11, 2022, the Company completed a public offering (the “ October 2022 Offering Common Stock October 2022 Pre-Funded Warrants October 2022 Pre-Funded Warrant Shares October 2022 Warrants As compensation to Wainwright, who was the exclusive placement agent in connection with the October 2022 Offering, the Company paid Wainwright a cash fee of 7% of the aggregate gross proceeds raised and reimbursement of certain expenses and legal fees. The Company received net proceeds of approximately $5.2 million after deducting the Placement Agent fees and other Offering expenses. The Company intends to use the net proceeds from the Offering for working capital purposes. July 2022 Private Placement On July 15, 2022, the Company completed a private placement (the “ July 2022 Offering July 2022 Warrants The Company received net proceeds of approximately $200,000 after deducting the offering expenses payable by the Company. As compensation to Wainwright, who was the exclusive placement agent in connection with the July 2022 Offering, the Company paid Wainwright a cash fee of 7% of the aggregate gross proceeds raised and reimbursement of certain expenses and legal fees. The Company also issued to designees of Wainwright warrants (the “ Placement Agent Warrants During the year ended December 31, 2022, all of the Series D Preferred Shares and the Series E Preferred Shares were converted into 476 shares of Common Stock. March 2022 Registered Direct Offering On March 2, 2022, the Company completed a registered direct offering (the “ March 2022 Offering March 2022 Pre-Funded Warrants March 2022 Warrants March 2022 Placement Agent Warrants The Company received net proceeds of approximately $8.0 million after deducting the Placement Agent fees and other Offering expenses. The Company intends to use the net proceeds from the Offering for working capital purposes. Common Stock Issuances 2023 Issuances During the year ended December 31, 2023, the Company issued 6,400 shares of Common Stock under the March 2023 Offering for which the Company received net proceeds of approximately $3.7 million. During the year ended December 31, 2023, the Company issued 86,216 shares of Common Stock upon the exercise of an aggregate of 1,724,332 investor warrants for which the Company received net proceeds of approximately $2.2 million (See Note 10). During the year ended December 31, 2023, the Company issued 30,500 shares of Common Stock under the July 2023 Offering for which the Company received net proceeds of approximately $1.8 million. During the year ended December 31, 2023, the Company issued 294,101 shares of Common Stock upon the exercise of an aggregate of 294,101 investor warrants for which the Company received net proceeds of approximately $3.7 million (See Note 10). During the year ended December 31, 2023, the Company issued 881,337 shares of Common Stock upon the exercise of an aggregate of 881,337 investor warrants for which the Company received net proceeds of approximately $4.5 million (See Note 10). During the year ended December 31, 2023, the Company issued an aggregate of 199,974 shares of Common Stock upon the conversion of pre-funded warrants issued at a par value of $0.0001 (See Note 10). During the year ended December 31, 2023, the Company issued an aggregate of 28 shares of Common Stock upon the exchange of an aggregate of 35.21 shares of Series B Preferred Stock with a stated value of approximately $271,000 plus accrued dividends of approximately $63,500. During the year ended December 31, 2023, the Company issued an aggregate of 7,500 shares of its Common Stock to consultants with a grant date fair value of approximately $93,000 for investor relations services provided, which was recorded as stock-based compensation and included as part of general and administrative expense. During the year ended December 31, 2023, the Company issued an aggregate of 5,673 shares of Common Stock upon the vesting of RSUs (See Note 11). During the year ended December 31, 2023, the Company cancelled an aggregate of 481 shares of Common Stock in connection with the 1 1 2022 Issuances During the year ended December 31, 2022, the Company issued 392 shares of Common Stock under the March 2022 Offering for which the Company received net proceeds of approximately $8.0 million. During the year ended December 31, 2022, the Company issued 1,821 shares of Common Stock under the October 2022 Offering for which the Company received net proceeds of approximately $5.2 million. During the year ended December 31, 2022, the Company issued and sold an aggregate of 10,851 shares of Common Stock under the ATM Agreement for which the Company received net proceeds of approximately $7.7 million. During the year ended December 31, 2022, the Company issued an aggregate of 476 shares of Common Stock upon the conversion of Series E and Series D preferred stock. During the year ended December 31, 2022, the Company issued an aggregate of 32,181 shares of Common Stock upon the conversion of pre-funded warrants issued at a par value of $0.0001 (See Note 10). During the year ended December 31, 2022, the Company issued an aggregate of 111 shares of Common Stock and accompanying Exchange Warrants upon the exchange of an aggregate of 112.08 shares of Series B Preferred Stock with a stated value of approximately $863,000 plus accrued dividends of approximately $129,000. During the year ended December 31, 2022, the Company issued an aggregate of 378 shares of its Common Stock to consultants with a grant date fair value of approximately $200,000 for investor relations services provided, which was recorded as stock-based compensation and included as part of general and administrative expense. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Warrants | Note 10 – Warrants Warrant activity for the years ending December 31, 2023 and 2022 were as follows: Weighted Weighted Average Average Number of Exercise Price Remaining Warrants Per Share Term in Years Warrants outstanding and exercisable on January 1, 2023 108,797 $ 383.20 5.50 Issued during the period 3,132,614 9.17 4.81 Expired during the period (3) 107,100.00 — Exercised during the period (1,461,628) 14.84 4.57 Warrants outstanding and exercisable on December 31, 2023 1,779,780 $ 19.29 4.99 Warrants outstanding and exercisable on January 1, 2022 1,110 $ 39,858.00 3.95 Granted during the period 139,899 75.00 5.40 Expired during the period (33) 22,057.00 — Exercised during the period (32,179) 1.60 5.36 Warrants outstanding and exercisable on December 31, 2022 108,797 $ 383.20 5.50 The weighted average fair value of warrants granted during the years ended December 31, 2023 and 2022, was $22.78 and $4,090.40 per share, respectively. The grant date fair values were calculated using the Black-Scholes model with the following weighted average assumptions: December 31, 2023 2022 Expected life (in years) 5.00 5.04 Volatility 103.8 - 110.2 % 92.0 - 101.6 % Risk-free interest rate 3.60 - 4.45 % 1.74 - 4.14 % Dividend yield — % — % The outstanding warrants expire from 2024 through 2028. During the year ended December 31, 2023, the Company issued warrants and pre - funded warrants to purchase 147,053 shares of the Company's Common Stock in connection with the March 2023 Offering, warrants to purchase 172,433 shares of the Company's Common Stock in connection with the June 2023 Inducement Offering, warrants and pre - funded warrants to purchase 462,250 shares of the Company's Common Stock in connection with the July 2023 Offering, warrants to purchase 588,204 shares of the Company's Common Stock in connection with the September 2023 Inducement Offering, and warrants to purchase 1,762,674 shares of the Company's Common Stock in connection with the December 2023 Inducement Offering (See Note 9). During the year ended December 31, 2023, an investor exercised pre - funded warrants to purchase 199,974 shares of the Company's Common Stock in connection with previous offerings. During the year ended December 31, 2023, an investor exercised warrants to purchase 1,261,654 shares of the Company's Common Stock in connection with previous offerings as a result of the June 2023, September 2023, and December 2023 Inducement Offerings (see Note 9). In connection with the November 2022 Offering, the Company entered into a warrant amendment agreement (the “ Warrant Amendment Agreement November Existing Warrants Purchase Commitment Warrant Amendment In connection with the March 2022 Offering, the Company entered into a warrant amendment agreement with an investor pursuant to which the Company agreed to amend the investor’s existing warrants to purchase up to 254 shares of Common Stock at an exercise price of $33,600.00 per share issued in January 2021 and warrants to purchase up to 93 shares of Common stock at an exercise price of $50,820.00 per share issued in March 2021 (the “ March Existing Warrants During the year ended December 31, 2022, the Company issued March 2022 Warrants, March 2022 Pre-Funded Warrants, and March 2022 Placement Agent Warrants to purchase 2,794 shares of Common Stock in connection with the March 2022 Offering, Exchange Warrants to purchase 45 shares of Common Stock in connection with a Series B Preferred Stock exchange, July 2022 Warrants to purchase 476 shares of Common Stock in connection with the July 2022 Offering, October 2022 Warrants and October 2022 Pre-Funded Warrants to purchase 47,299 shares of Common Stock in connection with the October 2022 Offering, and November 2022 Warrants and November 2022 Pre-Funded Warrants to purchase 89,285 shares of Common Stock in connection with the November 2022 Offering (See Note 9). During the year ended December 31, 2022, an investor exercised pre-funded warrants to purchase 32,179 shares of the Company’s Common Stock in connection with previous offerings (see Note 9). |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan | |
Equity Incentive Plan | Note 11 – Equity Incentive Plan The Company’s Board and stockholders adopted and approved the Amended and Restated 2014 Omnibus Equity Incentive Plan (the “ 2014 Plan 2020 Plan The 2020 Plan allows for the issuance of securities, including stock options to employees, Board members and consultants. The initial number of shares of Common Stock available for issuance under the 2020 Plan was 238 shares, which will, on January 1 of each calendar year, unless the Board decides otherwise, automatically increase to equal ten percent (10%) of the total number of shares of Common Stock outstanding on December 31 of the immediately preceding calendar year, calculated on an As Converted Basis. As Converted Shares include all outstanding shares of Common Stock and all shares of Common Stock issuable upon the conversion of outstanding preferred stock, warrants and other convertible securities, but will not include any shares of Common Stock issuable upon the exercise of options and other convertible securities issued pursuant to either the 2014 Plan or the 2020 Plan. The number of shares permitted to be issued as “incentive stock options” (“ ISOs As of December 31, 2023, there were an aggregate of 73 total shares available (but un-issuable) under the 2014 Plan, of which 28 are issued and outstanding, and 9 shares are reserved subject to issuance of restricted stock and RSUs. As of December 31, 2023, 58,374 total shares were authorized under the 2020 Plan, of which 398 were issued and outstanding and 0 shares were available for potential issuances. As of January 1, 2024, the number of shares of Common Stock available for issuance under the 2020 Plan automatically increased to 334,078 under the 2020 Plan’s evergreen provision. The following table summarizes the Company’s stock option activity: Weighted Remaining Average Contract Number Exercise Life Intrinsic of Shares Price (Years) Value Outstanding as of January 1, 2023 179 $ 15,956.72 8.22 $ — Granted 250 74.60 9.40 — Expired (3) 91,560.00 — — Outstanding as of December 31, 2023 426 $ 6,103.81 8.53 $ — Exercisable as of December 31, 2023 384 $ 5,651.52 8.60 $ — Outstanding as of January 1, 2022 72 $ 40,549.25 7.28 $ — Granted 153 5,763.80 7.23 — Cancelled (29) 10,659.31 — — Forfeited (14) 41,964.00 — — Expired (3) 15,960.00 — — Outstanding as of December 31, 2022 179 $ 15,956.72 8.22 $ — Exercisable as of December 31, 2022 114 $ 20,173.26 7.70 $ — During the year ended December 31, 2022, stock options to purchase an aggregate of 3 and 26 shares of Common Stock under the 2014 Plan and 2020 Plan, respectively, were cancelled. During the year ended December 31, 2022, stock options to purchase an aggregate of 9 and 5 shares of Common Stock under the 2014 Plan and 2020 Plan, respectively, were forfeited. The fair values were estimated on the grant dates using the Black-Scholes option-pricing model with the following weighted-average assumptions: December 31, 2023 2022 Contractual term (in years) 6.5 6.5 Volatility 98.8 % 90.9 % Risk-free interest rate 4.08 % 1.12 % Dividend yield — % — % The expected term of the options is based on expected future employee exercise behavior. Volatility is based on the historical volatility of the Company’s Common Stock if available or of several public entities that are similar to the Company. The Company bases volatility this way because it may not have sufficient historical transactions in its own shares on which to solely base expected volatility. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected term at the grant date. The Company has not historically declared any dividends and does not expect to in the future. The weighted average fair value of stock options granted during the years ended December 31, 2023 and 2022 was $61.00 and $4,473.60, respectively, per share. The total fair value of the stock options vested, subject to service-based milestone vesting conditions, during the years ended December 31, 2023 and 2022 was approximately $112,000 and $769,000, respectively. The total fair value of the stock options vested, subject to performance-based milestone vesting conditions, during each of the years ended December 31, 2023 and 2022 was $0. Restricted Stock and Restricted Stock Units Restricted stock refers to shares of Common Stock subject to vesting based on certain service, performance, and market conditions. Restricted stock unit awards (“ RSUs As of December 31, 2023 and December 31, 2022, the Company had an aggregate unrecognized restricted Common Stock expense of approximately $269,500 and $388,000, respectively, which will be recognized when vesting of certain milestones become probable. During the year ended December 31, 2023, RSU activity under the 2020 Plan was as follows: Weighted- Weighted-Average Average Remaining Number Grant Date Recognition of Shares Fair Value Period (Years) Non-vested Outstanding at January 1, 2023 — $ — — Awarded 58,460 16.98 — Vested (5,673) 124.00 — Cancelled (516) 124.00 — Non-vested Outstanding at December 31, 2023 52,271 $ 4.31 9.96 During the year ended December 31, 2023, the Board approved the grant of 58,460 RSUs. All grants of RSUs were pursuant to the 2020 Plan. Of the RSUs granted, 50,455 vest upon a performance milestone and 8,005 vest quarterly over a one Stock - based Compensation Expense The total stock-based compensation expense for employees and non-employees is included in the accompanying condensed consolidated statements of operations and as follows: Year Ending December 31, 2023 2022 Research and development $ 123,146 $ 106,466 General and administrative 917,326 662,658 Total stock-based compensation expense $ 1,040,472 $ 769,124 As of December 31, 2023, the Company had unrecognized stock - based compensation expense of approximately $0.5 million. Approximately $0.1 million of this unrecognized expense will be recognized over the average remaining vesting term of the stock options of 1.05 years. Approximately $0.4 million of this unrecognized expense will vest upon achieving certain clinical and/or corporate milestones. As of December 31, 2022, the Company had unrecognized stock-based compensation expense of approximately $0.8 million. Approximately $0.3 million of this unrecognized expense will be recognized over the average remaining vesting term of the stock options of 8.49 years. Approximately $0.5 million of this unrecognized expense will vest upon achieving certain clinical and/or corporate milestones. |
Agreements
Agreements | 12 Months Ended |
Dec. 31, 2023 | |
Agreements | |
Agreements | Note 12 – Agreements License Agreement with Sanofi On September 13, 2023, the Company entered into a License Agreement with Sanofi, pursuant to which the Company received a license to obtain certain exclusive worldwide rights to develop and commercialize Capeserod, a selective 5-HT4 receptor partial agonist which the Company intends to repurpose and develop for gastrointestinal indications. The Company paid Sanofi an upfront payment of $500,000 in October 2023 and Sanofi will be eligible to receive up to $46 million in potential development and regulatory milestone payments and up to $235 million in potential commercial milestone payments. Sanofi will also be eligible to receive mid-to-high single-digit royalties on net sales, as well as a percentage of sublicense and transfer revenues with respect to Capeserod. Sanofi will also have a right of first refusal with respect to Capeserod out-licensing transactions. The upfront payment of $500,000 was recorded as research and development expense in the year ended December 31, 2023. Depending on the status of development at the time a contingent payment is recognized, the Company may determine that the payment should be expensed as research and development or be capitalized as an intangible asset. This determination will be based on the facts and circumstances that exist at the time a contingent payment is recognized. The License Agreement shall expire on a country-by-country basis upon the later of: (i) the expiration of the last to expire valid claim of an applicable patent in such country covering such licensed product, (ii) the expiration of the regulatory exclusivity for such licensed product in the applicable country and (iii) the tenth anniversary of the date of first commercial sale of a licensed product in such country. Each party may terminate the License Agreement if the other party materially breaches its obligations under the License Agreement and fails to cure such material breach within 60 days from the date of such notice of breach, except in the case of payment breach, as to which the breaching party will have only a ten-day cure period. Sanofi may terminate the License Agreement upon any bankruptcy proceedings by the Company. The Company may terminate the License Agreement by providing Sanofi with at least 60 days prior written notice; provided, however, that Sanofi shall be entitled to any and all payments due and owed to Sanofi prior to the effective date of termination. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | Note 13 – The Company leases its office under an operating lease which is subject to various rent provisions and escalation clauses. The Company is a party to one real property operating lease for the rental of office space. The Company has office space of 3,472 square feet in Boca Raton, Florida that is used for its corporate headquarters with a term through August 31, 2026. The Company previously had office space in Brooklyn, New York on a month-to-month basis, which was terminated in June 2023. The Company was also previously a party to office space in Hayward, California with a term through May 31, 2022, which was not renewed upon its expiration. The Company’s lease expires in 2026. The escalation clause is indeterminable and considered not material and has been excluded from minimum future annual rental payments. Lease expense amounted to approximately $154,000 and $157,000 for the years ended December 31, 2023 and 2022, respectively. The weighted-average remaining lease term and weighted-average discount rate under operating leases at December 31, 2023 were: December 31, 2023 Lease term and discount rate Weighted-average remaining lease term 2.7 years Weighted-average discount rate 7.00 % Maturities of operating lease liabilities at December 31, 2023 were as follows: 2024 $ 86,202 2025 88,788 2026 60,593 Total lease payments 235,583 Less imputed interest (21,523) Present value of lease liabilities $ 214,060 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 14 - Income Taxes The Company is subject to taxation at the federal and state levels in the United States. At December 31, 2023 and 2022, the Company had no tax provision. At December 31, 2023 and 2022, the Company had gross deferred tax assets of approximately $33.5 million and $29.5 million, respectively. As the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of approximately $33.4 million and $29.5 million has been established at December 31, 2023 and 2022, respectively. The change in the valuation allowance was approximately $4.0 million and $2.1 million in 2023 and 2022, respectively. The significant components of the Company’s net deferred tax assets and liabilities consisted of: December 31, 2023 2022 Gross deferred tax assets: Net operating loss carry-forwards $ 23,080,000 $ 18,916,000 Stock compensation 234,000 733,000 Intangible assets 5,399,000 5,708,000 Capitalized research and development 2,586,000 2,022,000 Research and development credits 2,087,000 1,715,000 Unrealized loss — 318,000 Other 87,000 102,000 Deferred tax assets before valuation allowance $ 33,473,000 $ 29,514,000 Valuation allowance (33,425,000) (29,450,000) Deferred tax assets net of valuation allowance $ 48,000 $ 64,000 Gross deferred tax liabilities: Right of use asset (48,000) (64,000) Total deferred tax liability $ (48,000) $ (64,000) Total deferred tax asset, net $ — $ — Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate primarily due to the following: December 31, 2023 2022 Income tax benefit (expense) at statutory rate 21.0 % 21.0 % State income tax 2.8 % 4.9 % Non-deductible expense (0.6) % 8.7 % Change in valuation allowance (25.2) % 14.6 % Prior year adjustments (0.5) % (7.7) % Dissolution of foreign subsidiary — % (45.9) % Other 2.5 % 4.4 % Total income tax benefit (expense) 0.0 % 0.0 % As of December 31, 2023, the Company has federal and state net operating loss carryforwards of approximately $93.5 million and $72.3 million, respectively, to offset future federal and state taxable income. Of the approximately $93.5 million of federal net operating loss carryforwards, approximately $14.8 million will begin to expire starting in 2034. The remaining federal net operating loss carryforwards do not expire, but their utilization is limited to 80% of taxable income. The state net operating loss carryforwards of approximately $72.3 million will begin to expire in 2035. As of December 31, 2023, the Company also has federal research and development tax credit carryforwards of approximately $2.1 million to offset future income taxes, which expire beginning in 2040. The Company’s ability to use its NOL carryforwards may be limited if it experiences an “ownership change” as defined in Section 382 of the Internal Revenue Code of 1986, as amended. An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change. The Company has not completed a study to determine whether transactions that have occurred over the past three years may have triggered an ownership change limitation. The Company had taken no uncertain tax positions that would require disclosure under ASC 740, Accounting for Income Taxes, at December 31, 2023 and 2022, respectively. |
Net Loss per Common Share
Net Loss per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss per Common Share | |
Net Loss per Common Share | Note 15 - Net Loss per Common Share Basic net loss per share is computed by dividing net loss available to Common Stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method. Twelve Months Ended December 31, 2023 December 31, 2022 Net loss applicable to common shareholders $ 16,103,111 $ 14,973,069 Basic weighted average shares outstanding 336,342 35,912 Diluted weighted average shares outstanding 336,342 35,912 Basic net loss per share $ (47.88) $ (416.94) Diluted net loss per share $ (47.88) $ (416.94) All shares of Common Stock that may potentially be issued in the future are as follows: December 31, 2023 December 31, 2022 Common stock warrants 1,779,780 108,797 Stock options 426 179 RSUs not yet issued 52,271 — Convertible preferred stock (1) 141 152 Restricted stock not yet issued 4 8 Total shares of common stock issuable 1,832,622 109,160 (1) |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Employee Benefit Plans | |
Employee Benefit Plans | Note 16 - Employee Benefit Plans 401(k) Plan Since 2015, the Company has sponsored a multiple employer defined contribution benefit plan, which complies with Section 401(k) of the Internal Revenue Code covering substantially all employees of the Company. All employees are eligible to participate in the plan. Employees may contribute from 1% to 100% of their compensation and the Company matches an amount equal to 100% on the first 6% of the employee contribution and may also make discretionary profit-sharing contributions. Employer contributions under this 401(k) plan amounted to approximately $87,000 and $112,000 for the years ended December 31, 2023 and 2022, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 17 - Subsequent Events Merger with ImmunogenX On March 13, 2024, the Company acquired ImmunogenX, Inc.(the “ Merger Merger Agreement First Merger Sub Second Merger Sub First Merger Second Merger IMGX Merger Under the terms of the Merger Agreement, following the consummation of the Merger (the “ Closing Assumed Options Assumed Warrants The foregoing description of the Assumed Warrants does not purport to be complete and is qualified in its entirety by reference to the form of Assumed Warrant. Tungsten Partners LLC (“ Tungsten Pursuant to the Merger Agreement, the Company has agreed to hold a stockholders’ meeting to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of shares of Series G Preferred Stock into shares of Common Stock in accordance with the rules of the Nasdaq Stock Market LLC (the “ Conversion Proposal Charter Share Increase Proposal Meeting Proposals SEC The Board of Directors of Company (the “ Board The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement. The Merger Agreement contains representations, warranties and covenants that the Company and IMGX made to each other as of specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the Merger Agreement between the Company and IMGX and may be subject to important qualifications and limitations agreed to by the Company and IMGX in connection with negotiating its terms, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Merger Agreement. Moreover, the representations and warranties may be subject to a contractual standard of materiality that may be different from what may be viewed as material to investors or securityholders, or may have been used for the purpose of allocating risk between the Company and IMGX rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. For the foregoing reasons, no person should rely on the representations and warranties as statements of factual information at the time they were made or otherwise. The transaction is expected to be accounted for under the acquisition method of accounting with First Wave as the acquirer under the guidance of ASC 810-10, "Consolidation". Under the acquisition method, the total purchase price of the Merger is allocated to the net identifiable tangible and intangible assets acquired and liabilities assumed based on the fair values as of the date of such acquisition. Due to the timing of the closing of this merger, certain disclosures, including the allocation of the purchase price, have been omitted because the initial accounting for the business combination was incomplete as of the filing date. Registered Direct Offering On March 6, 2024, the Company closed on a Registered Direct Offering with an institutional investor for the purchase and sale of 525,625 shares of the Company’s Common Stock (or Common Stock equivalents) at a price of $7.61 per share. In addition, the Company issued to the investor warrants to purchase up to 525,625 shares of Common Stock. The warrants have an exercise price of $7.48 per share, are exercisable immediately following the date of issuance, and have a term of five years following the date of issuance. Roth Capital Partners acted as the exclusive placement agent for the offering. The gross proceeds to the Company from this offering were approximately $4.0 million, before deducting the placement agent's fees and other offering expenses payable by the Company. Issuance of Restricted Stock Units On January 2, 2024, the Company issued to employees ten-year restricted stock units of 40,000 shares of Common Stock, subject to service-based milestones vesting quarterly over one year under the 2020 Plan as payment for services rendered. Such issuance was exempt from registration under 4(a)(2) of the Securities Act. On January 2, 2024, the Company issued to consultants ten-year restricted stock units of 2,000 shares of Common Stock, subject to service-based milestones vesting quarterly over one year under the 2020 Plan as payment for services rendered. Such issuance was exempt from registration under 4(a)(2) of the Securities Act. On January 2, 2024, the Company issued to the Board of Directors ten-year restricted stock units of 78,532 shares of Common Stock, subject to service-based milestones vesting quarterly over one year under the 2020 Plan as payment for services rendered. Such issuance was exempt from registration under 4(a)(2) of the Securities Act. |
Significant Accounting Polici_2
Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies and Recent Accounting Pronouncements | |
Use of Estimates | Use of Estimates The accompanying consolidated financial statements are prepared in conformity with GAAP and include certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements (including goodwill), and the reported amounts of revenue and expense during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. |
Reverse Stock Split | Reverse Stock Split On December 18, 2023, the Company effected a reverse stock split, whereby every twenty shares of the Company's issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On January 18, 2023, the Company effected a reverse stock split, whereby every seven shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. On August 26, 2022, the Company effected a reverse stock split, whereby every thirty shares of the Company’s issued and outstanding common stock was converted automatically into one issued and outstanding share of common stock, but without any change in the number of authorized shares of common stock and the par value per share. All share and per share amounts have been retroactively restated to reflect the reverse stock splits referenced above. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less from date of purchase to be cash equivalents. All cash and cash equivalent balances were highly liquid at December 31, 2023 and 2022. As of each of December 31, 2023 and December 31, 2022, the Company has classified approximately $0.02 million as restricted cash. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk consist of cash. The Company primarily maintains its cash balances with financial institutions in federally insured accounts in the U.S. The Company may from time to time have cash in banks in excess of FDIC insurance limits. At December 31, 2023 and 2022, the Company had approximately $3.7 million and $0.9 million, respectively, in one account in the U.S. in excess of these limits. The Company has not experienced any losses to date resulting from this practice. The Company mitigates its risk by maintaining the majority of its cash and equivalents with high quality financial institutions. |
Equity-Based Payments to Non-Employees | Equity-Based Payments to Non-Employees Equity-based payments to non-employees are measured at fair value on the grant date per ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. |
Fair Value Measurements | Fair Value Measurements The Company follows Accounting Standards Codification (“ ASC ASC 820 As a basis for considering such assumptions, a three-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions, which reflect those that a market participant would use. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the overall fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company recognizes transfers between levels as if the transfers occurred on the last day of the reporting period. |
Foreign Currency Translation | Foreign Currency Translation For foreign subsidiaries with operations denominated in a foreign currency, assets and liabilities were translated to U.S. dollars, which is the functional currency, at period end exchange rates. Income and expense items were translated at average rates of exchange prevailing during the periods presented. Gains and losses from translation adjustments were accumulated in a separate component of stockholders’ equity up until the dissolution of AzurRx SAS in October 2022, at which time cumulative translation adjustments were recognized as a loss for the year ended December 31, 2022. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price of the acquired business over the fair value of amounts assigned to assets acquired and liabilities assumed. Goodwill and other intangible assets with indefinite useful lives are reviewed for impairment annually or more frequently if events or circumstances indicate impairment may be present. Any excess in carrying value over the estimated fair value is charged to results of operations. The Company has not recognized any impairment charges through December 31, 2023 related to goodwill. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company periodically evaluates its long-lived assets for potential impairment in accordance with ASC Topic 360, Property, Plant and Equipment (“ASC 360” |
Income Taxes | Income Taxes Income taxes are recorded in accordance with ASC 740, Accounting for Income Taxes (“ ASC 740 The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. At December 31, 2023 and 2022, the Company does not have any significant uncertain tax positions. |
Leases | Leases Leases are recorded on the balance sheet as right of use assets and lease obligations. |
Loss Per Share | Loss Per Share Basic loss per share (“ EPS The dilutive effect of stock options is determined using the treasury stock method. Stock options to purchase shares of Common Stock of the Company during fiscal 2023 and 2022 were not included in the computation of diluted EPS because the Company has incurred a loss for the years ended December 31, 2023 and 2022 and the effect would be anti-dilutive. |
Research and Development | Research and Development Research and development costs are charged to operations when incurred and are included in operating expense, except for goodwill related to patents. Research and development costs consist principally of compensation of employees and consultants that perform the Company’s research activities, payments to third parties for preclinical and non-clinical activities, expenses with clinical research organizations (“ CROs CDMOs CMC Research and Development – Intellectual Property Acquired The Company records intellectual property in asset acquisitions that have not reached technological feasibility and which have no alternative future use, as an expense at the acquisition date. On December 31, 2020, the Company entered into a license agreement (the “ FWB License Agreement On July 29, 2022, the Company reached an agreement to restructure its obligations to the former FWB stockholders (the “ July 2022 Term Sheet Second Payment |
Stock-Based Compensation | Stock-Based Compensation The Company’s board of directors (the “ Board 2014 Plan 2020 Plan The Company accounts for its stock-based compensation awards to employees and Board members in accordance with ASC Topic 718, Compensation-Stock Compensation (“ ASC 718 For awards with performance conditions that affect their vesting, such as the occurrence of certain transactions or the achievement of certain operating or financial milestones, recognition of fair value of the award occurs when vesting becomes probable. The Company estimates the grant date fair value of stock option awards using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “ FASB ASU 2020-06 SEC In June 2016, the FASB issued accounting pronouncement ASU 2016-13 – Measurement of Credit Losses on Financial Statements (“ ASU 2016-13 In June 2022, the FASB issued ASU 2022-03 - Fair Value Measurement, or Topic 820: Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ ASU 2022-03 ”). This new standard clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The Company has assessed the impact of the update and determined it does not have a material impact on the accompanying financial statements and disclosures. The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures | |
Schedule of fair value of the Company's financial instruments | Fair Value Measured at Reporting Date Using Carrying Amount Level 1 Level 2 Level 3 Fair Value December 31, 2023: Money market funds $ 12,131 $ 12,131 $ — $ — $ 12,131 Note payable 612,784 — 612,784 — 612,784 December 31, 2022: Money market funds 509,890 509,890 — — 509,890 Note payable $ 603,494 $ — $ 603,494 $ — $ 603,494 |
Property, Equipment and Lease_2
Property, Equipment and Leasehold Improvements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Equipment and Leasehold Improvements | |
Summary of property, equipment and leasehold improvements | December 31, 2023 2022 Computer equipment and software $ 11,540 $ 11,540 Office equipment 48,278 48,278 Leasehold improvements 28,000 28,000 Total property, plant, and equipment 87,818 87,818 Less accumulated depreciation (73,253) (43,979) Property, plant and equipment, net $ 14,565 $ 43,839 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill | |
Schedule of goodwill | Goodwill Balance on January 1, 2022 $ 1,911,705 Foreign currency translation (227,523) Balance on December 31, 2022 1,684,182 Foreign currency translation — Balance on December 31, 2023 $ 1,684,182 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses | |
Schedule of accrued expenses | December 31, December 31, 2023 2022 Payroll and benefits $ 495,741 $ — Professional fees 253,577 309,867 Consulting 75,972 4,969 Clinical trials — 5,340 Total accrued expenses $ 825,290 $ 320,176 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants | |
Schedule of warrant activity | Weighted Weighted Average Average Number of Exercise Price Remaining Warrants Per Share Term in Years Warrants outstanding and exercisable on January 1, 2023 108,797 $ 383.20 5.50 Issued during the period 3,132,614 9.17 4.81 Expired during the period (3) 107,100.00 — Exercised during the period (1,461,628) 14.84 4.57 Warrants outstanding and exercisable on December 31, 2023 1,779,780 $ 19.29 4.99 Warrants outstanding and exercisable on January 1, 2022 1,110 $ 39,858.00 3.95 Granted during the period 139,899 75.00 5.40 Expired during the period (33) 22,057.00 — Exercised during the period (32,179) 1.60 5.36 Warrants outstanding and exercisable on December 31, 2022 108,797 $ 383.20 5.50 |
Schedule of weighted average assumptions | December 31, 2023 2022 Expected life (in years) 5.00 5.04 Volatility 103.8 - 110.2 % 92.0 - 101.6 % Risk-free interest rate 3.60 - 4.45 % 1.74 - 4.14 % Dividend yield — % — % |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan | |
Schedule of stock option activity | Weighted Remaining Average Contract Number Exercise Life Intrinsic of Shares Price (Years) Value Outstanding as of January 1, 2023 179 $ 15,956.72 8.22 $ — Granted 250 74.60 9.40 — Expired (3) 91,560.00 — — Outstanding as of December 31, 2023 426 $ 6,103.81 8.53 $ — Exercisable as of December 31, 2023 384 $ 5,651.52 8.60 $ — Outstanding as of January 1, 2022 72 $ 40,549.25 7.28 $ — Granted 153 5,763.80 7.23 — Cancelled (29) 10,659.31 — — Forfeited (14) 41,964.00 — — Expired (3) 15,960.00 — — Outstanding as of December 31, 2022 179 $ 15,956.72 8.22 $ — Exercisable as of December 31, 2022 114 $ 20,173.26 7.70 $ — |
Schedule of option pricing model with the following weighted-average assumptions | December 31, 2023 2022 Contractual term (in years) 6.5 6.5 Volatility 98.8 % 90.9 % Risk-free interest rate 4.08 % 1.12 % Dividend yield — % — % |
Schedule of RSU activity under the 2020 Plan | Weighted- Weighted-Average Average Remaining Number Grant Date Recognition of Shares Fair Value Period (Years) Non-vested Outstanding at January 1, 2023 — $ — — Awarded 58,460 16.98 — Vested (5,673) 124.00 — Cancelled (516) 124.00 — Non-vested Outstanding at December 31, 2023 52,271 $ 4.31 9.96 |
Schedule of stock-based compensation expense | Year Ending December 31, 2023 2022 Research and development $ 123,146 $ 106,466 General and administrative 917,326 662,658 Total stock-based compensation expense $ 1,040,472 $ 769,124 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of weighted-average remaining lease term and weighted-average discount rate under operating leases | December 31, 2023 Lease term and discount rate Weighted-average remaining lease term 2.7 years Weighted-average discount rate 7.00 % |
Schedule of maturities of operating lease liabilities | Maturities of operating lease liabilities at December 31, 2023 were as follows: 2024 $ 86,202 2025 88,788 2026 60,593 Total lease payments 235,583 Less imputed interest (21,523) Present value of lease liabilities $ 214,060 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of significant components of the Company's net deferred tax assets and liabilities | December 31, 2023 2022 Gross deferred tax assets: Net operating loss carry-forwards $ 23,080,000 $ 18,916,000 Stock compensation 234,000 733,000 Intangible assets 5,399,000 5,708,000 Capitalized research and development 2,586,000 2,022,000 Research and development credits 2,087,000 1,715,000 Unrealized loss — 318,000 Other 87,000 102,000 Deferred tax assets before valuation allowance $ 33,473,000 $ 29,514,000 Valuation allowance (33,425,000) (29,450,000) Deferred tax assets net of valuation allowance $ 48,000 $ 64,000 Gross deferred tax liabilities: Right of use asset (48,000) (64,000) Total deferred tax liability $ (48,000) $ (64,000) Total deferred tax asset, net $ — $ — |
Schedule of reconciliation of income taxes computed using the federal statutory income tax rate and the Company's effective tax rate | December 31, 2023 2022 Income tax benefit (expense) at statutory rate 21.0 % 21.0 % State income tax 2.8 % 4.9 % Non-deductible expense (0.6) % 8.7 % Change in valuation allowance (25.2) % 14.6 % Prior year adjustments (0.5) % (7.7) % Dissolution of foreign subsidiary — % (45.9) % Other 2.5 % 4.4 % Total income tax benefit (expense) 0.0 % 0.0 % |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Net Loss per Common Share | |
Schedule of net loss per share | Twelve Months Ended December 31, 2023 December 31, 2022 Net loss applicable to common shareholders $ 16,103,111 $ 14,973,069 Basic weighted average shares outstanding 336,342 35,912 Diluted weighted average shares outstanding 336,342 35,912 Basic net loss per share $ (47.88) $ (416.94) Diluted net loss per share $ (47.88) $ (416.94) |
Schedule of Common Stock that may potentially be issued in the future | December 31, 2023 December 31, 2022 Common stock warrants 1,779,780 108,797 Stock options 426 179 RSUs not yet issued 52,271 — Convertible preferred stock (1) 141 152 Restricted stock not yet issued 4 8 Total shares of common stock issuable 1,832,622 109,160 (1) |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) - USD ($) | 12 Months Ended | ||||
Dec. 18, 2023 | Jan. 18, 2023 | Aug. 26, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
The Company and Basis of Presentation | |||||
Cash and cash equivalents | $ 3,711,770 | $ 1,362,910 | |||
Accumulated deficit | (184,328,672) | $ (168,533,689) | |||
Number of shares reduced due to reverse stock split | 20 | 7 | 30 | ||
March 2023 Purchase Agreement | |||||
The Company and Basis of Presentation | |||||
Proceeds from issuance of shares | $ 4,000,000 |
Significant Accounting Polici_3
Significant Accounting Policies and Recent Accounting Pronouncements (Details) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 18, 2023 shares | Jan. 18, 2023 shares | Nov. 30, 2022 USD ($) | Sep. 29, 2022 USD ($) | Aug. 26, 2022 shares | Jul. 29, 2022 USD ($) | Jul. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Significant Accounting Policies and Recent Accounting Pronouncements | ||||||||||
Number of shares reduced due to reverse stock split | shares | 20 | 7 | 30 | |||||||
Restricted cash | $ 20,000 | |||||||||
Cash in US banks in excess of FDIC insurance limits | 3,700,000 | $ 900,000 | ||||||||
Uncertain tax positions | 0 | 0 | ||||||||
Asset impairment charges | 0 | |||||||||
Reverse stock split ratio | 0.050 | 0.1428 | ||||||||
First Wave License Agreement | ||||||||||
Significant Accounting Policies and Recent Accounting Pronouncements | ||||||||||
Payments to acquire intangible assets | $ 10,300,000 | |||||||||
Asset acquisition consideration transferred | 13,300,000 | |||||||||
Asset acquisition total purchase price | $ 22,000,000 | |||||||||
Asset acquisition, consideration transferred, equity interest issued and issuable | $ 3,000,000 | |||||||||
First Wave Bio Inc | ||||||||||
Significant Accounting Policies and Recent Accounting Pronouncements | ||||||||||
Asset acquisition consideration transferred | $ 2,000,000 | $ 1,000,000 | $ 1,500,000 | 6,900,000 | ||||||
Asset acquisition, consideration transferred, equity interest issued and issuable | $ 1,500,000 | |||||||||
First Wave Bio Inc | Former Stockholders | ||||||||||
Significant Accounting Policies and Recent Accounting Pronouncements | ||||||||||
Initial payment | 1,500,000 | |||||||||
Second payment | $ 1,000,000 | |||||||||
Upfront payment paid | 1,500,000 | |||||||||
Second payment paid | 1,000,000 | |||||||||
Third payment paid | 2,000,000 | |||||||||
Extinguishment of remaining fixed payment obligations | 10,100,000 | |||||||||
Third payment recorded as expense | $ 2,000,000 | |||||||||
Payments made | $ 4,500,000 |
Fair Value Disclosures (Details
Fair Value Disclosures (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures | ||
Money market funds | $ 3,711,770 | $ 1,362,910 |
Note payable | 612,784 | 603,494 |
Carrying Amount | ||
Fair Value Disclosures | ||
Note payable | 612,784 | 603,494 |
Fair Value, Inputs, Level 2 | ||
Fair Value Disclosures | ||
Note payable | 612,784 | 603,494 |
Money Market Funds | ||
Fair Value Disclosures | ||
Money market funds | 12,131 | 509,890 |
Money Market Funds | Carrying Amount | ||
Fair Value Disclosures | ||
Money market funds | 12,131 | 509,890 |
Money Market Funds | Fair Value, Inputs, Level 1 | ||
Fair Value Disclosures | ||
Money market funds | $ 12,131 | $ 509,890 |
Asset Acquisition (Details)
Asset Acquisition (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 | Sep. 29, 2022 | Jul. 29, 2022 | May 19, 2022 | Nov. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Asset Acquisition | ||||||||
Stock cancelled during period, shares, acquisitions (in shares) | 481 | |||||||
First Wave Bio Inc | ||||||||
Asset Acquisition | ||||||||
Asset acquisition consideration transferred | $ 2 | $ 1 | $ 1.5 | $ 6.9 | ||||
Asset acquisition, consideration transferred, contingent consideration | $ 4 | |||||||
Cash consideration | $ 1.5 | |||||||
Asset acquisition, potential milestone payments | $ 10.1 | |||||||
Milestone payment | $ 2 |
Property, Equipment and Lease_3
Property, Equipment and Leasehold Improvements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Equipment and Leasehold Improvements | ||
Total property, plant, and equipment | $ 87,818 | $ 87,818 |
Less accumulated depreciation | (73,253) | (43,979) |
Property, plant and equipment, net | 14,565 | 43,839 |
Depreciation expense | 29,000 | 29,000 |
Computer equipment and software | ||
Property, Equipment and Leasehold Improvements | ||
Total property, plant, and equipment | 11,540 | 11,540 |
Office equipment | ||
Property, Equipment and Leasehold Improvements | ||
Total property, plant, and equipment | 48,278 | 48,278 |
Leasehold improvements | ||
Property, Equipment and Leasehold Improvements | ||
Total property, plant, and equipment | $ 28,000 | $ 28,000 |
Goodwill (Details)
Goodwill (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Goodwill | |
Beginning balance | $ 1,911,705 |
Foreign currency translation | (227,523) |
Ending balance | $ 1,684,182 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued Expenses | ||
Payroll and benefits | $ 495,741 | |
Professional fees | 253,577 | $ 309,867 |
Consulting | 75,972 | 4,969 |
Clinical trials | 5,340 | |
Total accrued expenses | $ 825,290 | $ 320,176 |
Note Payable (Details)
Note Payable (Details) - USD ($) | Nov. 30, 2023 | Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Note Payable | ||||
Notes payable balance | $ 613,000 | $ 603,000 | ||
Financing Agreement for Directors and Officer's and Other Liability Insurances | ||||
Note Payable | ||||
Debt instrument, term | 9 months | 9 months | ||
Debt instrument, face amount | $ 683,000 | $ 677,000 | ||
Debt instrument, interest Rate | 7.90% | 6.79% | ||
Debt instrument, periodic payment | $ 79,000 | $ 77,000 |
Capital Stock (Details)
Capital Stock (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2023 USD ($) $ / shares shares | Dec. 18, 2023 shares | Sep. 14, 2023 USD ($) $ / shares shares | Jul. 21, 2023 USD ($) $ / shares shares | Jun. 13, 2023 USD ($) $ / shares shares | Mar. 15, 2023 USD ($) $ / shares shares | Jan. 18, 2023 shares | Nov. 25, 2022 Vote $ / shares | Nov. 22, 2022 $ / shares shares | Oct. 11, 2022 $ / shares shares | Aug. 26, 2022 $ / shares shares | Jul. 15, 2022 USD ($) $ / shares shares | May 12, 2022 $ / shares shares | Mar. 02, 2022 USD ($) $ / shares shares | May 26, 2021 shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) $ / shares | Oct. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) D $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Dec. 05, 2022 $ / shares | Nov. 28, 2022 shares | Jul. 31, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2021 shares | Jan. 05, 2021 shares | Jul. 16, 2020 shares | |
Capital Stock | ||||||||||||||||||||||||||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 10,000,000 | |||||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Common stock, shares, issued, total (in shares) | 49,750 | 1,560,998 | 49,750 | |||||||||||||||||||||||||
Purchase of aggregate common stock | 108,797 | 1,779,780 | 108,797 | 1,110 | ||||||||||||||||||||||||
Deemed dividend on warrant modifications | $ | $ 47,000 | |||||||||||||||||||||||||||
Number of shares reduced due to reverse stock split | 20 | 7 | 30 | |||||||||||||||||||||||||
Common stock, shares outstanding (in shares) | 49,750 | 1,560,998 | 49,750 | |||||||||||||||||||||||||
Preferred Stock, Remaining Authorized but Unissued (in shares). | 9,999,485.04 | |||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||||||||
Dividends accrued | $ | 308,128 | 296,127 | ||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ | 7,691,221 | |||||||||||||||||||||||||||
Common Stock issued to consultants | $ | $ 93,201 | $ 200,490 | ||||||||||||||||||||||||||
Reverse stock split ratio | 0.050 | 0.1428 | ||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Stock cancelled during period, shares, acquisitions (in shares) | 481 | |||||||||||||||||||||||||||
September 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 294,101 | |||||||||||||||||||||||||||
Waiver | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Purchase of aggregate common stock | 59 | |||||||||||||||||||||||||||
Waiver | Common stock warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1,050 | |||||||||||||||||||||||||||
Series B Preferred Stock Exchanged for Common Shares | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock | $ | $ 863,000 | |||||||||||||||||||||||||||
Series B Preferred Stock Converted into Common Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of stock, shares converted (in shares) | 112.08 | |||||||||||||||||||||||||||
Conversion of stock, amount converted, accrued dividends | $ | $ 129,000 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 514.96 | |||||||||||||||||||||||||||
Officers and Directors | Waiver | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 1,383.48 | |||||||||||||||||||||||||||
Consultants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock issued during period, shares, settlement (in shares) | 7,500 | 378 | ||||||||||||||||||||||||||
Stock issued during period, value, settlement | $ | $ 93,000 | $ 200,000 | ||||||||||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 5,673 | |||||||||||||||||||||||||||
Omnibus Equity Incentive Plan | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Canceled | 3 | 9 | ||||||||||||||||||||||||||
Market Agreement | H C Wainwright Co L L C | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 10,851 | |||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 8,000,000 | |||||||||||||||||||||||||||
Stock issuance costs | $ | $ 309,000 | |||||||||||||||||||||||||||
September 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 4,000,000 | |||||||||||||||||||||||||||
Payment made for services rendered | $ | $ 220,000 | |||||||||||||||||||||||||||
September 2023 Inducement Offering | Existing warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 8.60 | |||||||||||||||||||||||||||
September 2023 Inducement Offering | September 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 588,204 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||
December 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 1,762,674 | |||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 4,800,000 | |||||||||||||||||||||||||||
Payment made for services rendered | $ | $ 291,000 | |||||||||||||||||||||||||||
December 2023 Inducement Warrants | Existing warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 881,337 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5.50 | |||||||||||||||||||||||||||
December 2023 Inducement Warrants | December 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 1,762,674 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.125 | |||||||||||||||||||||||||||
At The Market Offering Agreement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 10,851 | |||||||||||||||||||||||||||
Stock issued during period, value, new issues | $ | $ 7,700,000 | |||||||||||||||||||||||||||
At The Market Offering Agreement | Wainwright | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock sales agreement, commission on shares sold, percentage | 3% | |||||||||||||||||||||||||||
Stock sales agreement, number of shares authorized (in shares) | 8,000,000 | |||||||||||||||||||||||||||
Private placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
Gross proceeds from private placement | $ | $ 200,000 | |||||||||||||||||||||||||||
Percentage of cash fees paid to placement agent | 7% | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 4,000,000 | |||||||||||||||||||||||||||
Other offering expenses | $ | $ 300,000 | |||||||||||||||||||||||||||
Private placement | Placement Agent Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 28 | |||||||||||||||||||||||||||
March 2022 offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 118.02 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 392 | |||||||||||||||||||||||||||
Shares issued, price per share (in dollars per share) | $ / shares | $ 5,292 | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 8,000,000 | |||||||||||||||||||||||||||
March 2022 Registered Direct Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Public offering price for each share of Common Stock and accompanying warrant | $ / shares | $ 5,817 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 392 | |||||||||||||||||||||||||||
Purchase price of warrants | $ / shares | $ 5,775 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 8,000,000 | |||||||||||||||||||||||||||
March 2022 Registered Direct Offering | March 2022 Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 1,548 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 5,292 | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
March 2022 Registered Direct Offering | Pre-Funded Warrant | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 92 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 7,266 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
Class of warrant or right, issued, percentage of common stock issued in offering | 6% | |||||||||||||||||||||||||||
March 2022 Registered Direct Offering | March 2022 Pre-Funded warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
March 2022 Registered Direct Offering | November 2022 Pre-Funded Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 1,154 | |||||||||||||||||||||||||||
June 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 172,433 | 172,433 | ||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 2.50 | |||||||||||||||||||||||||||
Proceeds from issuance of shares | $ | $ 2,400,000 | |||||||||||||||||||||||||||
Payment made for services rendered | $ | $ 150,000 | |||||||||||||||||||||||||||
June 2023 Inducement Offering | Existing warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 86,216 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 23 | |||||||||||||||||||||||||||
July 2023 Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 462,250 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 30,500 | |||||||||||||||||||||||||||
Shares of common stock | $ / shares | $ 12.80 | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
July 2023 Pre-Funded Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.002 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 133,750 | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 133,750 | |||||||||||||||||||||||||||
July 2023 Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 12.80 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 328,500 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Public Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Gross proceeds | $ | $ 2,100,000 | |||||||||||||||||||||||||||
Other offering expenses | $ | $ 250,000 | |||||||||||||||||||||||||||
November 2022 Private Placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Purchase price of warrants | $ / shares | $ 83.986 | |||||||||||||||||||||||||||
Percentage of cash fees paid to placement agent | 7% | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 2,200,000 | |||||||||||||||||||||||||||
November 2022 Private Placement | November 2022 Pre-Funded Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.014 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights, Contingently Issuable (in shares). | 29,761 | |||||||||||||||||||||||||||
November 2022 Private Placement | November 2022 Common Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 59,524 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 107.59 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years 6 months | |||||||||||||||||||||||||||
October 2022 Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Public offering price for each share of Common Stock and accompanying warrant | $ / shares | $ 244.30 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 1,821 | 1,821 | ||||||||||||||||||||||||||
Purchase price of warrants | $ / shares | $ 244.286 | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 1 | |||||||||||||||||||||||||||
Percentage of cash fees paid to placement agent | 7% | |||||||||||||||||||||||||||
Gross proceeds | $ | $ 5,200,000 | $ 5,200,000 | ||||||||||||||||||||||||||
October 2022 Offering | October 2022 Pre-Funded Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 22,739 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 0.014 | |||||||||||||||||||||||||||
October 2022 Offering | October 2022 Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 226.80 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Number of common stock shares called by each warrant (in shares) | 24,560 | |||||||||||||||||||||||||||
Warrant | September 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 3,700,000 | |||||||||||||||||||||||||||
Class of warrant or right, exercised during period (in shares) | 294,101 | |||||||||||||||||||||||||||
Warrant | December 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 4,500,000 | |||||||||||||||||||||||||||
Class of warrant or right, exercised during period (in shares) | 881,337 | |||||||||||||||||||||||||||
Warrant | June 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,200,000 | |||||||||||||||||||||||||||
Class of warrant or right, exercised during period (in shares) | 1,724,332 | |||||||||||||||||||||||||||
Pre-funded warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 199,974 | 32,181 | ||||||||||||||||||||||||||
Par value per warrant | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 5,194.81 | 5,194.81 | ||||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Preferred stock, shares issued, total (in shares) | 550.17 | 514.96 | 550.17 | |||||||||||||||||||||||||
Exchange Amount | $ | $ 7,700 | |||||||||||||||||||||||||||
Beneficial ownership percentage already held by the stockholder and its affiliates | 9.99 | |||||||||||||||||||||||||||
Threshold consecutive trading days, considered for automatic conversion of preferred stock | D | 20 | |||||||||||||||||||||||||||
Threshold closing sale price of common stock, considered for automatic conversion of preferred stock. | $ / shares | $ 80,850 | |||||||||||||||||||||||||||
Preferred stock, dividends, payment of fractional shares amount | $ | $ 100 | |||||||||||||||||||||||||||
Threshold percentage by which the closing sale price of common stock exceeds the conversion price, considered for automatic conversion of preferred stock | 250% | |||||||||||||||||||||||||||
Threshold maximum beneficial ownership percentage that can be held by stockholder and its affiliates | 19.99% | |||||||||||||||||||||||||||
Preferred stock, shares remaining | 2,282.23 | |||||||||||||||||||||||||||
preferred stock, stated value per share (in dollars per share) | $ / shares | $ 7,700 | |||||||||||||||||||||||||||
Preferred Stock, Liquidation Preference, Value | $ | $ 5,000,000 | |||||||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 9% | |||||||||||||||||||||||||||
Dividends, Preferred Stock, Stock | $ | 1,100,000 | $ 761,000 | ||||||||||||||||||||||||||
Dividends accrued | $ | $ 308,000 | $ 296,000 | ||||||||||||||||||||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 32,340 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 550.17 | 514.96 | 550.17 | |||||||||||||||||||||||||
Series B Preferred Stock | Waiver | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Value of preferred stock agreed to be waived with holders of preferred stock | $ | $ 2,880,000 | $ 2,880,000 | ||||||||||||||||||||||||||
Value of preferred stock agreed to be waived with insiders | $ | $ 47,000 | 47,000 | ||||||||||||||||||||||||||
Waiver fee paid | $ | $ 233,000 | |||||||||||||||||||||||||||
Percentage of outstanding shares | 81.30% | |||||||||||||||||||||||||||
Series B Preferred Stock | Series B Preferred Stock Converted into Common Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of stock, shares converted (in shares) | 35.21 | |||||||||||||||||||||||||||
Common stock issued upon conversion of preferred stock | $ | $ 271,000 | |||||||||||||||||||||||||||
Conversion of stock, amount converted, accrued dividends | $ | 63,500 | |||||||||||||||||||||||||||
Series B Preferred Stock convertible into Series C Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Exchange Amount | $ | $ 14,400,000 | |||||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | 395 | |||||||||||||||||||||||||||
Conversion of stock, shares converted (in shares) | 1,839.76 | |||||||||||||||||||||||||||
Series B Preferred Stock convertible into Series C Preferred Stock | Investor warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 395 | |||||||||||||||||||||||||||
Series B Preferred Stock convertible into common stock with no warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Exchange Amount | $ | $ 1,200,000 | |||||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | 101 | |||||||||||||||||||||||||||
Conversion of stock, shares converted (in shares) | 130.18 | |||||||||||||||||||||||||||
Series B Preferred Stock Convertible Into Common Stock With Series C Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Exchange Amount | $ | $ 265,000 | |||||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | 44 | |||||||||||||||||||||||||||
Conversion of stock, shares converted (in shares) | 30.91 | |||||||||||||||||||||||||||
Series B Preferred Stock Convertible Into Common Stock With Series C Warrants | March 2022 Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 44 | |||||||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 75,000 | 75,000 | ||||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Preferred stock, shares issued, total (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Preferred stock, shares remaining | 41,903 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Series C Preferred Stock | Private placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Number of common shares issuable upon conversion | 44,751 | 238 | ||||||||||||||||||||||||||
Series D Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 150 | 150 | 150 | 150 | ||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Preferred stock, shares issued, total (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Series D Preferred Stock | Private placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 476 | |||||||||||||||||||||||||||
Number of common shares issuable upon conversion | 238 | |||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 78.20 | |||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 6,400 | 150 | ||||||||||||||||||||||||||
preferred stock, stated value per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||||||||||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 0.002 | $ 630 | ||||||||||||||||||||||||||
Series D Preferred Shares And Series E Preferred Shares | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | 476 | |||||||||||||||||||||||||||
Series D Preferred Shares And Series E Preferred Shares | Private placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of Series B preferred shares into common stock (in shares) | 476 | |||||||||||||||||||||||||||
Series E Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 150 | 150 | ||||||||||||||||||||||||||
Preferred stock, shares issued, total (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Series E Preferred Stock | Private placement | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 630 | |||||||||||||||||||||||||||
Number of shares reduced due to reverse stock split | 73.20 | 2,381 | ||||||||||||||||||||||||||
Number of common shares issuable upon conversion | 102,302 | 238 | ||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 150 | |||||||||||||||||||||||||||
Warrants and rights outstanding, term (year) | 5 years | |||||||||||||||||||||||||||
Preferred stock, convertible, conversion price (in dollars per share) | $ / shares | $ 630 | |||||||||||||||||||||||||||
Series F Preferred Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Preferred stock, shares designated (in shares) | 7,000 | 7,000 | 7,000 | 7,000 | ||||||||||||||||||||||||
Preferred stock, par or stated value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||
Preferred stock, shares issued, total (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Amount of cash per outstanding share that each shareholder is entitled upon dissolution | $ / shares | $ 0.0001 | |||||||||||||||||||||||||||
Number of votes per 0.001 share | Vote | 1,000 | |||||||||||||||||||||||||||
Dividends declared in shares per common stock | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Number of votes per share | Vote | 1,000,000 | |||||||||||||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | |||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Conversion of stock, shares issued (in shares) | 28 | 111 | ||||||||||||||||||||||||||
Common Stock | September 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in shares) | 294,101 | |||||||||||||||||||||||||||
Common Stock | December 2023 Inducement Warrants | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in shares) | 881,337 | |||||||||||||||||||||||||||
Common Stock | March 2023 offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 6,400 | |||||||||||||||||||||||||||
Common Stock | March 2022 Registered Direct Offering | Pre-Funded Warrant | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrant exercise price | $ / shares | $ 42 | |||||||||||||||||||||||||||
Common Stock | June 2023 Inducement Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Warrants to purchase of stock | 1,261,654 | |||||||||||||||||||||||||||
Common stock issued upon exercise of warrants (in shares) | 86,216 | |||||||||||||||||||||||||||
Common Stock | July 2023 Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Stock issued during period, shares, new issues (in shares) | 30,500 | |||||||||||||||||||||||||||
Common Stock | Warrant | March 2023 offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 3,700,000 | |||||||||||||||||||||||||||
Common Stock | Warrant | July 2023 Offering | ||||||||||||||||||||||||||||
Capital Stock | ||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,800,000 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 13, 2023 | Nov. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 31, 2021 | |
Number of Warrants | ||||||||
Outstanding and exercisable, beginning (in shares) | 108,797 | 1,110 | ||||||
Issued/Granted during the period (in shares) | 3,132,614 | 139,899 | ||||||
Expired during the period (in shares) | (3) | (33) | ||||||
Exercised during the period (in shares) | (1,461,628) | (32,179) | ||||||
Warrants outstanding and exercisable, ending (in shares) | 1,779,780 | 108,797 | 1,110 | |||||
Weighted Average Exercise Price Per Share | ||||||||
Outstanding and exercisable, beginning (in dollars per share) | $ 383.20 | $ 39,858 | ||||||
Issued/Granted during the period (in dollars per share) | 9.17 | 75 | ||||||
Expired during the period (in dollars per share) | 107,100 | 22,057 | ||||||
Exercised during the period (in dollars per share) | 14.84 | 1.60 | ||||||
Warrants outstanding and exercisable, ending (in dollars per share) | $ 19.29 | $ 383.20 | $ 39,858 | |||||
Weighted Average Remaining Term in Years | ||||||||
Outstanding and exercisable (in years) | 4 years 11 months 26 days | 5 years 6 months | 3 years 11 months 12 days | |||||
Issued/Granted during the period (in years) | 4 years 9 months 21 days | 5 years 4 months 24 days | ||||||
Expired during the period (in years) | 4 years 6 months 25 days | 5 years 4 months 9 days | ||||||
Weighted average fair value of warrants granted (in dollars per share) | $ 22.78 | $ 4,090.40 | ||||||
March 2022 offering | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 118.02 | |||||||
Consideration for purchase of securities | $ 9 | |||||||
Shares issued, price per share (in dollars per share) | $ 5,292 | |||||||
Warrant amendment agreement | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 3,455.80 | $ 50,820 | $ 33,600 | |||||
Consideration for purchase of securities | $ 2.5 | |||||||
June 2023 Inducement Offering | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 172,433 | 172,433 | ||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 2.50 | |||||||
June 2023 Inducement Offering | Common Stock | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 1,261,654 | |||||||
July 2023 Offering | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 462,250 | |||||||
September 2023 Inducement Warrants | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 588,204 | |||||||
December 2023 Inducement Warrants | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 1,762,674 | |||||||
Maximum | Warrant amendment agreement | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 26,692 | 93 | 254 | |||||
Warrants, pre-funded warrants, and placement agent warrants | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 32,179 | |||||||
Warrants, pre-funded warrants, and placement agent warrants | March 2022 offering | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 2,794 | |||||||
Warrants, pre-funded warrants, and placement agent warrants | March 2023 offering | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 147,053 | |||||||
Warrants, pre-funded warrants, and placement agent warrants | June 2023 Inducement Offering | Common Stock | ||||||||
Weighted Average Remaining Term in Years | ||||||||
Warrants to purchase of stock | 199,974 |
Warrants - Schedule of weighted
Warrants - Schedule of weighted average assumptions (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Expected life (in years) | 5 years | 5 years 14 days |
Volatility | Minimum | ||
Warrants | ||
Measurement input | 103.8 | 92 |
Volatility | Maximum | ||
Warrants | ||
Measurement input | 110.2 | 101.6 |
Risk-free interest rate | ||
Warrants | ||
Measurement input | 3.60 | |
Risk-free interest rate | Minimum | ||
Warrants | ||
Measurement input | 1.74 | |
Risk-free interest rate | Maximum | ||
Warrants | ||
Measurement input | 4.45 | 4.14 |
Warrants - Series B, Pre-funded
Warrants - Series B, Pre-funded and Placement agent Warrants (Details) - $ / shares | Dec. 31, 2022 | Nov. 30, 2022 | Mar. 31, 2022 |
March 2022 Offering [Member] | |||
Warrants | |||
Warrant exercise price | $ 118.02 | ||
July 2022 offering | |||
Warrants | |||
Warrants to purchase of stock | 476 | ||
July 2022 offering | Series B Preferred Stock | |||
Warrants | |||
Warrants to purchase of stock | 45 | ||
Warrants, pre-funded warrants, and placement agent warrants | |||
Warrants | |||
Warrants to purchase of stock | 32,179 | ||
Warrants, pre-funded warrants, and placement agent warrants | March 2022 Offering [Member] | |||
Warrants | |||
Warrants to purchase of stock | 2,794 | ||
Warrants, pre-funded warrants, and placement agent warrants | October 2022 Offering | |||
Warrants | |||
Warrants to purchase of stock | 47,299 | ||
Warrants, pre-funded warrants, and placement agent warrants | November 2022 Offering | |||
Warrants | |||
Warrants to purchase of stock | 89,285 | ||
Warrant amendment agreement | |||
Warrants | |||
Warrant exercise price | $ 107.59 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | 12 Months Ended | |||
Sep. 11, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2024 | |
Equity Incentive Plan | ||||
Weighted average fair value of stock options granted per share | $ 61 | $ 4,473.60 | ||
Unrecognized stock-based compensation expense | $ 500,000 | $ 800,000 | ||
Remaining term | ||||
Equity Incentive Plan | ||||
Unrecognized stock-based compensation expense | $ 100,000 | $ 300,000 | ||
Average remaining vesting term of the stock options (in years) | 1 year 18 days | 8 years 5 months 26 days | ||
Clinical, corporate milestones | ||||
Equity Incentive Plan | ||||
Unrecognized stock-based compensation expense | $ 400,000 | $ 500,000 | ||
Employee Stock Option | ||||
Equity Incentive Plan | ||||
Granted (in shares) | 357 | |||
Stock options subject to service-based milestone vesting conditions | ||||
Equity Incentive Plan | ||||
Total fair value of stock options vested | $ 112,000 | 769,000 | ||
Stock options subject to performance-based milestone vesting conditions | ||||
Equity Incentive Plan | ||||
Total fair value of stock options vested | $ 0 | $ 0 | ||
2020 Equity Incentive Plan | ||||
Equity Incentive Plan | ||||
Shares available under equity incentive plan (in shares) | 238 | 58,374 | ||
Percentage of common stock reserved for issuance equity incentive plan | 10% | |||
Options to purchase shares of common stock (in shares) | 398 | |||
Shares reserved subject to issuance (in shares) | 0 | |||
Options cancelled | 26 | 5 | ||
2020 Equity Incentive Plan | Subsequent events | ||||
Equity Incentive Plan | ||||
Shares available under equity incentive plan (in shares) | 334,078 | |||
2020 Equity Incentive Plan | Restricted Stock Units | ||||
Equity Incentive Plan | ||||
Awarded (in shares) | 58,460 | |||
Vested (in shares) | (5,673) | |||
Vesting period | 1 year | |||
2020 Equity Incentive Plan | Restricted Stock Units | Remaining term | ||||
Equity Incentive Plan | ||||
Awarded (in shares) | 8,005 | |||
2020 Equity Incentive Plan | Restricted Stock Units | Performance milestone | ||||
Equity Incentive Plan | ||||
Awarded (in shares) | 50,455 | |||
Equity Incentive Plan 2014 | Restricted Stock | ||||
Equity Incentive Plan | ||||
Aggregate unrecognized restricted Common Stock expense | $ 269,500 | $ 388,000 | ||
Omnibus Equity Incentive Plan | ||||
Equity Incentive Plan | ||||
Shares available under equity incentive plan (in shares) | 73 | |||
Options to purchase shares of common stock (in shares) | 28 | |||
Shares reserved subject to issuance (in shares) | 9 | |||
Options cancelled | 3 | 9 |
Equity Incentive Plan - Stock o
Equity Incentive Plan - Stock option activity (Details) - Stock option - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numbers of Shares | |||
Granted (in shares) | 357 | ||
Equity Incentive Plan | |||
Numbers of Shares | |||
Outstanding at beginning (in shares) | 179 | 72 | |
Granted (in shares) | 250 | 153 | |
Forfeited (in shares) | (14) | ||
Expired (in shares) | 3 | (3) | |
Cancelled (in shares) | (29) | ||
Outstanding at ending (in shares) | 426 | 179 | 72 |
Exercisable (in shares) | 384 | 114 | |
Average Exercise Price | |||
Outstanding at beginning (in dollars per share) | $ 15,956.72 | $ 40,549.25 | |
Granted (in dollars per share) | 74.60 | 5,763.80 | |
Forfeited (in dollars per share) | 41,964 | ||
Expired (in dollars per share) | 91,560 | 15,960 | |
Cancelled (in dollars per share) | 10,659.31 | ||
Outstanding at ending (in dollars per share) | 6,103.81 | 15,956.72 | $ 40,549.25 |
Exercisable (in dollars per share) | $ 5,651.52 | $ 20,173.26 | |
Remaining Contract Life (Years) | |||
Stock option outstanding, remaining contractual life (Years) | 8 years 6 months 10 days | 8 years 2 months 19 days | 7 years 3 months 10 days |
Granted (in years) | 9 years 4 months 24 days | 7 years 2 months 23 days | |
Exercisable (in years) | 8 years 7 months 6 days | 7 years 8 months 12 days |
Equity Incentive Plan - Weighte
Equity Incentive Plan - Weighted-average assumptions (Details) - Stock option | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Incentive Plan | ||
Contractual term (in years) | 6 years 6 months | 6 years 6 months |
Volatility | 98.80% | 90.90% |
Risk-free interest rate | 4.08% | 1.12% |
Equity Incentive Plan - RSU act
Equity Incentive Plan - RSU activity under the 2020 Plan (Details) - 2020 Equity Incentive Plan - Restricted Stock Units | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares | |
Awarded (in shares) | shares | 58,460 |
Vested (in shares) | shares | (5,673) |
Cancelled (shares) | shares | (516) |
Outstanding at ending (in shares) | shares | 52,271 |
Weighted-Average Grant Date Fair Value | |
Awarded (in dollars per share) | $ / shares | $ 16.98 |
Vested (in dollars per share) | $ / shares | 124 |
Cancelled (in dollars per share) | $ / shares | 124 |
Outstanding at ending (in dollars per share) | $ / shares | $ 4.31 |
Weighted-Average Remaining Recognition Period (Years) | 9 years 11 months 15 days |
Equity Incentive Plan - Total s
Equity Incentive Plan - Total stock-based compensation expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Incentive Plan | ||
Total stock-based compensation expense | $ 1,040,472 | $ 769,124 |
Research and development | ||
Equity Incentive Plan | ||
Total stock-based compensation expense | 123,146 | 106,466 |
General and administrative | ||
Equity Incentive Plan | ||
Total stock-based compensation expense | $ 917,326 | $ 662,658 |
Agreements (Details)
Agreements (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 13, 2023 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Agreements | ||||
Research and development expenses | $ 5,033,218 | $ 8,776,302 | ||
License agreement | ||||
Agreements | ||||
Upfront payment made to the third party | $ 500,000 | |||
License agreement | Sanofi | ||||
Agreements | ||||
Research and development expenses | $ 500,000 | |||
Termination of contract, cure period | 60 days | |||
Termination of contract, cure period for payment breach | 10 days | |||
Number of days prior written notice to be issued | 60 days | |||
License agreement | Sanofi | Development and regulatory milestone | ||||
Agreements | ||||
Amount eligible to receive by third party | $ 46,000,000 | |||
License agreement | Sanofi | Commercial milestone | ||||
Agreements | ||||
Amount eligible to receive by third party | $ 235,000,000 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) ft² property | Dec. 31, 2022 USD ($) | |
Leases | ||
Number of real property operating leases | property | 1 | |
Operating lease, expense | $ | $ 154,000 | $ 157,000 |
Boca Raton, Florida | ||
Leases | ||
Area of real estate property (Square Foot) | ft² | 3,472 |
Leases - Weighted-average remai
Leases - Weighted-average remaining lease term and discount rate (Details) | Dec. 31, 2023 |
Leases | |
Weighted-average remaining lease term | 2 years 8 months 12 days |
Weighted-average discount rate | 7% |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) | Dec. 31, 2023 USD ($) |
Leases | |
2024 | $ 86,202 |
2025 | 88,788 |
2026 | 60,593 |
Total lease payments | 235,583 |
Less imputed interest | (21,523) |
Present value of lease liabilities | $ 214,060 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Federal tax provision | $ 0 | $ 0 |
State tax provision | 0 | 0 |
Gross deferred tax assets | 33,473,000 | 29,514,000 |
Deferred tax asset, valuation allowance | 33,425,000 | 29,450,000 |
Change in the valuation allowance | $ 4,000,000 | $ 2,100,000 |
Income Taxes - Significant comp
Income Taxes - Significant components of the Company's net deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Gross deferred tax assets: | ||
Net operating loss carry-forwards | $ 23,080,000 | $ 18,916,000 |
Stock compensation | 234,000 | 733,000 |
Intangible assets | 5,399,000 | 5,708,000 |
Capitalized research and development | 2,586,000 | 2,022,000 |
Research and development credits | 2,087,000 | 1,715,000 |
Unrealized loss | 318,000 | |
Other | 87,000 | 102,000 |
Deferred tax assets before valuation allowance | 33,473,000 | 29,514,000 |
Valuation allowance | (33,425,000) | (29,450,000) |
Deferred tax assets net of valuation allowance | 48,000 | 64,000 |
Gross deferred tax liabilities: | ||
Right of use asset | (48,000) | (64,000) |
Total deferred tax liability | $ (48,000) | $ (64,000) |
Income Taxes - Effective tax ra
Income Taxes - Effective tax rate reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Income tax benefit (expense) at statutory rate | 21% | 21% |
State income tax | 2.80% | 4.90% |
Non-deductible expense | (0.60%) | 8.70% |
Change in valuation allowance | (25.20%) | 14.60% |
Prior year adjustments | (0.50%) | (7.70%) |
Dissolution of foreign subsidiary | (45.90%) | |
Other | 2.50% | 4.40% |
Total income tax benefit (expense) | 0% | 0% |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Federal research and development tax credit carryforwards, which expire beginning in 2040 | $ 2,100,000 | |
Uncertain tax positions | 0 | $ 0 |
Federal | ||
Income Taxes | ||
Net operating loss carryforwards | 93,500,000 | |
Net operating loss carryforwards, subject to expiration starting in 2034 | $ 14,800,000 | |
Net operating loss carryforwards, not subject to expiration, Threshold utilization percentage | 80% | |
State | ||
Income Taxes | ||
Net operating loss carryforwards | $ 72,300,000 |
Net Loss per Common Share - Tab
Net Loss per Common Share - Tabular disclosure of earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss per Common Share | ||
Net loss applicable to common shareholders | $ 16,103,111 | $ 14,973,069 |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||
Basic weighted average shares outstanding | 336,342 | 35,912 |
Diluted weighted average shares outstanding | 336,342 | 35,912 |
Basic net loss per share (in dollars per share) | $ (47.88) | $ (416.94) |
Diluted net loss per share (in dollars per share) | $ (47.88) | $ (416.94) |
Net Loss per Common Share - Com
Net Loss per Common Share - Common Stock that may potentially be issued (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Net Loss per Common Share | ||
Total shares of common stock issuable | 1,832,622 | 109,160 |
Common stock warrants | ||
Net Loss per Common Share | ||
Total shares of common stock issuable | 1,779,780 | 108,797 |
Stock options | ||
Net Loss per Common Share | ||
Total shares of common stock issuable | 426 | 179 |
RSUs not yet issued | ||
Net Loss per Common Share | ||
Total shares of common stock issuable | 52,271 | |
Convertible preferred stock | ||
Net Loss per Common Share | ||
Total shares of common stock issuable | 141 | 152 |
Preferred stock, convertible, conversion price (in dollars per share) | $ 32,340 | |
Restricted stock not yet issued | ||
Net Loss per Common Share | ||
Total shares of common stock issuable | 4 | 8 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Employee Benefit Plans | ||
Defined contribution plan, employers matching contribution, annual vesting percentage | 6% | |
Defined benefit plan, plan assets, contributions by employer | $ 87,000 | $ 112,000 |
Minimum | ||
Employee Benefit Plans | ||
Defined contribution plan, maximum annual contributions per employee, percent | 1% | |
Maximum | ||
Employee Benefit Plans | ||
Defined contribution plan, maximum annual contributions per employee, percent | 100% |
Subsequent Events (Details)
Subsequent Events (Details) - ImmunogenX - Subsequent events | Mar. 13, 2024 $ / shares shares |
Merger | |
Consideration in the form of shares | 36,830 |
Convertible preferred stock, shares issued upon conversion (in shares) | 1,000 |
Tungsten Partners LLC | |
Merger | |
Stock Issued During Period, Shares, Issued for Services (in shares) | 18,475 |
Assumed Warrants | |
Merger | |
Exercisable (in shares) | 127,682 |
Assumed Options | |
Merger | |
Exercisable (in shares) | 200,652 |
Exercise price per share | $ / shares | $ 0.81 |
Maximum | Assumed Warrants | |
Merger | |
Exercise price per share | $ / shares | 3.92 |
Minimum | Assumed Warrants | |
Merger | |
Warrant exercise price | $ / shares | $ 3.02 |
Series G Preferred Stock | |
Merger | |
Consideration in the form of shares | 11,777.418 |
Series G Preferred Stock | Tungsten Partners LLC | |
Merger | |
Stock Issued During Period, Shares, Issued for Services (in shares) | 595.808 |
Subsequent Events - Registered
Subsequent Events - Registered Direct Offering (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Mar. 06, 2024 | Jan. 02, 2024 | Dec. 31, 2023 | |
Restricted Stock Units | 2020 Equity Incentive Plan | |||
Subsequent Events | |||
Awarded (in shares) | 58,460 | ||
Vesting period | 1 year | ||
Subsequent events | Restricted Stock Units | 2020 Equity Incentive Plan | Employees | |||
Subsequent Events | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Awarded (in shares) | 40,000 | ||
Vesting period | 1 year | ||
Subsequent events | Officers and Directors | Restricted Stock Units | 2020 Equity Incentive Plan | Non-employees | |||
Subsequent Events | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Awarded (in shares) | 78,532 | ||
Vesting period | 1 year | ||
Subsequent events | Consultants [Member] | 2020 Equity Incentive Plan | Non-employees | |||
Subsequent Events | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | ||
Subsequent events | Consultants [Member] | Restricted Stock Units | 2020 Equity Incentive Plan | |||
Subsequent Events | |||
Vesting period | 1 year | ||
Subsequent events | Consultants [Member] | Restricted Stock Units | 2020 Equity Incentive Plan | Non-employees | |||
Subsequent Events | |||
Awarded (in shares) | 2,000 | ||
Subsequent events | Registered Direct Offering | Restricted Stock Units | |||
Subsequent Events | |||
Shares issued, price per share (in dollars per share) | $ 7.61 | ||
Subsequent events | Registered Direct Offering | March 2024 Warrants | |||
Subsequent Events | |||
Stock issued during period, shares, new issues (in shares) | 525,625 | ||
Number of shareson exercise of assumed warrants | 525,625 | ||
Warrant exercise price | $ 7.48 | ||
Warrants and rights outstanding, term (year) | 5 years | ||
Proceeds from issuance of shares | $ 4 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (15,794,983) | $ (14,629,642) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |