Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Registrant Name | CNS Pharmaceuticals, Inc. |
Entity Central Index Key | 0001729427 |
Entity Tax Identification Number | 82-2318545 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 2100 West Loop South |
Entity Address, Address Line Two | Suite 900 |
Entity Address, City or Town | Houston |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 77027 |
City Area Code | (800) |
Local Phone Number | 946-9185 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 909,547 | $ 10,055,407 |
Prepaid expenses and other current assets | 1,152,298 | 2,509,238 |
Total current assets | 2,061,845 | 12,564,645 |
Noncurrent Assets: | ||
Prepaid expenses, net of current portion | 262,731 | 482,806 |
Property and equipment, net | 3,470 | 5,664 |
Total noncurrent assets | 266,201 | 488,470 |
Total Assets | 2,328,046 | 13,053,115 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 4,026,894 | 4,510,291 |
Notes payable | 41,904 | 409,968 |
Total current liabilities | 4,068,798 | 4,920,259 |
Total Liabilities | 4,068,798 | 4,920,259 |
Commitments and contingencies | ||
Stockholders' Equity (Deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 75,000,000 shares authorized and 4,207,068 and 1,617,325 shares issued and outstanding, respectively | 4,207 | 1,617 |
Additional paid-in capital | 62,446,694 | 58,846,916 |
Accumulated deficit | (64,191,653) | (50,715,677) |
Total Stockholders' Equity (Deficit) | (1,740,752) | 8,132,856 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 2,328,046 | $ 13,053,115 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 4,207,068 | 1,617,325 |
Common stock, shares outstanding | 4,207,068 | 1,617,325 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||||
General and administrative | $ 1,123,268 | $ 1,211,102 | $ 3,661,853 | $ 3,814,513 |
Research and development | 3,410,572 | 2,207,913 | 9,823,884 | 6,318,055 |
Total operating expenses | 4,533,840 | 3,419,015 | 13,485,737 | 10,132,568 |
Loss from operations | (4,533,840) | (3,419,015) | (13,485,737) | (10,132,568) |
Other income (expenses): | ||||
Interest income | 12,883 | 0 | 20,685 | 0 |
Interest expense | (1,838) | (538) | (10,924) | (4,715) |
Total other income (expense) | 11,045 | (538) | 9,761 | (4,715) |
Net loss | $ (4,522,795) | $ (3,419,553) | $ (13,475,976) | $ (10,137,283) |
Loss per share - basic | $ (1.08) | $ (2.56) | $ (4.05) | $ (7.67) |
Loss per share - diluted | $ (1.08) | $ (2.56) | $ (4.05) | $ (7.67) |
Weighted average shares outstanding - basic | 4,177,069 | 1,334,417 | 3,327,636 | 1,321,065 |
Weighted average shares outstanding - diluted | 4,177,069 | 1,334,417 | 3,327,636 | 1,321,065 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 949 | $ 41,603,791 | $ (35,441,543) | $ 6,163,197 |
Beginning balance, shares at Dec. 31, 2021 | 949,052 | |||
Common stock issued for cash, net | $ 316 | 10,625,470 | 10,625,786 | |
Common stock issued for cash net, shares | 316,316 | |||
Exercise of warrants | $ 87 | 2,529 | 2,616 | |
Exercise of warrants, shares | 87,193 | |||
Stock-based compensation | 336,685 | 336,685 | ||
Net loss | (3,151,778) | (3,151,778) | ||
Ending balance, value at Mar. 31, 2022 | $ 1,352 | 52,568,475 | (38,593,321) | 13,976,506 |
Ending balance, shares at Mar. 31, 2022 | 1,352,561 | |||
Beginning balance, value at Dec. 31, 2021 | $ 949 | 41,603,791 | (35,441,543) | 6,163,197 |
Beginning balance, shares at Dec. 31, 2021 | 949,052 | |||
Net loss | (10,137,283) | |||
Ending balance, value at Sep. 30, 2022 | $ 1,352 | 53,145,037 | (45,578,826) | 7,567,563 |
Ending balance, shares at Sep. 30, 2022 | 1,352,561 | |||
Beginning balance, value at Mar. 31, 2022 | $ 1,352 | 52,568,475 | (38,593,321) | 13,976,506 |
Beginning balance, shares at Mar. 31, 2022 | 1,352,561 | |||
Stock-based compensation | 286,841 | 286,841 | ||
Net loss | (3,565,952) | (3,565,952) | ||
Ending balance, value at Jun. 30, 2022 | $ 1,352 | 52,855,316 | (42,159,273) | 10,697,395 |
Ending balance, shares at Jun. 30, 2022 | 1,352,561 | |||
Stock-based compensation | 289,721 | 289,721 | ||
Net loss | (3,419,553) | (3,419,553) | ||
Ending balance, value at Sep. 30, 2022 | $ 1,352 | 53,145,037 | (45,578,826) | 7,567,563 |
Ending balance, shares at Sep. 30, 2022 | 1,352,561 | |||
Beginning balance, value at Dec. 31, 2022 | $ 1,617 | 58,846,916 | (50,715,677) | 8,132,856 |
Beginning balance, shares at Dec. 31, 2022 | 1,617,325 | |||
Exercise of warrants | $ 609 | 609 | ||
Exercise of warrants, shares | 609,000 | |||
Stock-based compensation | 290,313 | 290,313 | ||
Net loss | (4,931,947) | (4,931,947) | ||
Ending balance, value at Mar. 31, 2023 | $ 2,226 | 59,137,229 | (55,647,624) | 3,491,831 |
Ending balance, shares at Mar. 31, 2023 | 2,226,325 | |||
Beginning balance, value at Dec. 31, 2022 | $ 1,617 | 58,846,916 | (50,715,677) | 8,132,856 |
Beginning balance, shares at Dec. 31, 2022 | 1,617,325 | |||
Net loss | (13,475,976) | |||
Ending balance, value at Sep. 30, 2023 | $ 4,207 | 62,446,694 | (64,191,653) | (1,740,752) |
Ending balance, shares at Sep. 30, 2023 | 4,207,068 | |||
Beginning balance, value at Mar. 31, 2023 | $ 2,226 | 59,137,229 | (55,647,624) | 3,491,831 |
Beginning balance, shares at Mar. 31, 2023 | 2,226,325 | |||
Common stock issued for cash, net | $ 660 | 1,968,447 | 1,969,107 | |
Common stock issued for cash net, shares | 659,677 | |||
Exercise of warrants | $ 1,255 | 723,804 | 725,059 | |
Exercise of warrants, shares | 1,254,958 | |||
Stock-based compensation | 289,670 | 289,670 | ||
Net loss | (4,021,234) | (4,021,234) | ||
Ending balance, value at Jun. 30, 2023 | $ 4,141 | 62,119,150 | (59,668,858) | 2,454,433 |
Ending balance, shares at Jun. 30, 2023 | 4,140,960 | |||
Common stock issued for cash, net | $ 64 | 132,787 | 132,851 | |
Common stock issued for cash net, shares | 63,729 | |||
Stock-based compensation | $ 2 | 194,757 | 194,759 | |
Net loss | (4,522,795) | (4,522,795) | ||
Stock-based compensation, shares | 2,379 | |||
Ending balance, value at Sep. 30, 2023 | $ 4,207 | $ 62,446,694 | $ (64,191,653) | $ (1,740,752) |
Ending balance, shares at Sep. 30, 2023 | 4,207,068 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (13,475,976) | $ (10,137,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 774,742 | 913,247 |
Depreciation | 3,181 | 9,375 |
Loss of disposal of fixed assets | 757 | 2,635 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,577,015 | 1,134,824 |
Accounts payable and accrued expenses | (483,397) | (175,290) |
Net cash used in operating activities | (11,603,678) | (8,252,492) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (1,744) | (4,423) |
Net cash used in investing activities | (1,744) | (4,423) |
Cash Flows from Financing Activities: | ||
Payments on notes payable | (368,064) | (348,534) |
Proceeds from exercise of warrants | 725,668 | 2,616 |
Proceeds from sale of common stock | 2,101,958 | 10,625,786 |
Net cash provided by financing activities | 2,459,562 | 10,279,868 |
Net change in cash and cash equivalents | (9,145,860) | 2,022,953 |
Cash and cash equivalents, at beginning of period | 10,055,407 | 5,004,517 |
Cash and cash equivalents, at end of period | 909,547 | 7,027,470 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 10,924 | 5,782 |
Cash paid for income taxes | $ 0 | $ 0 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 – Nature of Business CNS Pharmaceuticals, Inc. (“we”, “our”, the “Company”) is a clinical pharmaceutical company organized as a Nevada corporation on July 27, 2017 to focus on the development of anti-cancer drug candidates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation Liquidity and Going Concern Cash and Cash Equivalents 659,547 Stock-based Compensation Restricted Stock Units (“RSUs”) Performance Units (“PUs”) Loss Per Common Share 2,268,827 7,144 28,563 328,770 524,000 9,523 28,563 93,001 Reclassification - Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. Recent Accounting Pronouncements |
Note Payable
Note Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 3 – Note Payable On November 14, 2022, the Company entered into a short-term note payable for an aggregate of $ 449,874 5.88 October 31, 2023 41,904 409,968 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Equity | Note 4 – Equity The Company has authorized 75,000,000 0.001 5,000,000 0.001 Pursuant to the terms of the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Agent”), the Company may sell from time to time, through the Agent, shares of the Company’s common stock with an aggregate sales price of up to $20.0 million. During the nine months ended September 30, 2023, the Company sold 723,406 2,101,958 Stock Options In 2017, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2017 Stock Plan (the “2017 Plan”). The 2017 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 66,667 In 2020, the Board of Directors of the Company approved the CNS Pharmaceuticals, Inc. 2020 Stock Plan (the “2020 Plan”). The 2020 Plan allows for the Board of Directors to grant various forms of incentive awards for up to 100,000 745,800 shares of common stock. On December 30, 2022, the Board of Directors of the Company appointed Faith Charles as an independent member of the Company’s Board of Directors and as Chairperson of the Board of Directors. Ms. Charles will receive an annual retainer for her service as Chairperson of $ 30,000 3,500 2.40 7,091 On March 29, 2023, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $ 550,750 29,988 0.996 50 2 50 6.00 24.00 25,820 On May 3, 2023, the Board of Directors of the Company appointed Bettina M. Cockroft, M.D., M.B.A as an independent member of the Company’s Board of Directors. Dr. Cockroft was granted a ten-year option to purchase 2,099 1.67 3,514 On August 4, 2023, the Board of Directors approved the issuance of 6,500 2.27 12,771 On August 27, 2023, the Board of Directors approved the issuance of 193,690 1.90 313,846 During the nine months ended September 30, 2023 and 2022, the Company recognized $ 727,864 877,510 940,197 The following table summarizes the stock option activity for the nine months ended September 30, 2023: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 93,001 $ 67.42 Granted 235,777 1.78 Exercised – – Forfeited (8 ) 120.00 Expired – – Outstanding, September 30, 2023 328,770 $ 20.35 Exercisable, September 30, 2023 82,261 $ 60.99 As of September 30, 2023, the outstanding stock options have a weighted average remaining term of 8.79 0 4,318 no 545,610 Stock Warrants During the nine months ended September 30, 2023, the Company received $ 725,668 238,958 1,625,000 The following table summarizes the stock warrant activity for the nine months ended September 30, 2023: Schedule of warrants activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 4,133,252 $ 4.35 Granted – – Exercised (1,863,958 ) 0.39 Forfeited – – Expired (467 ) 45.00 Outstanding, September 30, 2023 2,268,827 $ 7.59 Exercisable, September 30, 2023 2,268,827 $ 7.59 As of September 30, 2023, the outstanding and exercisable warrants have a weighted average remaining term of 4.02 no Restricted Stock Units During the nine months ended September 30, 2023, the Company recognized $ 17,888 59,624 The following table summarizes the RSUs activity for the nine months ended September 30, 2023: Schedule of restricted stock units activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2022 9,523 $ 10.02 Granted – – Vested (2,379 ) 10.02 Forfeited – – Non-vested, September 30, 2023 7,144 $ 10.02 Performance Units During the nine months ended September 30, 2023, the Company recognized $ 28,990 104,958 The following table summarizes the PUs activity for the nine months ended September 30, 2023: Schedule of performance units activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2022 28,563 $ 5.94 Granted – – Vested – – Forfeited – – Non-vested, September 30, 2023 28,563 $ 5.94 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 – Commitments and Contingencies Executive Employment Agreements On September 1, 2017, the Company entered into an employment agreement with Mr. John Climaco pursuant to which Mr. Climaco agreed to serve as Chief Executive Officer and Director of the Company commencing on such date for an initial term of three years. On September 1, 2020, the Company entered into an amendment to the employment agreement with Mr. Climaco. The amendment extends the term of employment under the Employment Agreement, which was originally for a three-year period, for additional twelve-month periods, unless and until either the Company or Mr. Climaco provides written notice to the other party not less than sixty days before such anniversary date that such party is electing not to extend the term. If the Company provides notice of its election not to extend the term, Mr. Climaco may terminate his employment at any time prior to the expiration of the term by giving written notice to the Company at least thirty days prior to the effective date of termination, and upon the earlier of such effective date of termination or the expiration of the term, Mr. Climaco shall be entitled to receive the same severance benefits as are provided upon a termination of employment by the Company without cause. Pursuant to the Amendment, the severance benefits shall be twelve months of Mr. Climaco’s base salary. Such severance payment shall be made in a single lump sum sixty days following the termination, provided that Mr. Climaco has executed and delivered to the Company and has not revoked a general release of the Company. Pursuant to the employment agreement, the compensation committee of the board of directors reviews the base salary payable to Mr. Climaco annually during the term of the agreement. On February 6, 2021, the compensation committee of the board of directors set Mr. Climaco’s 2021 annual base salary to $ 525,000 On June 28, 2019, we entered into employment letters with Drs. Silberman and Picker. Dr. Silberman agreed to commit 50% of her time to our matters and Dr. Picker agreed to commit 25% of his time to our matters. On March 29, 2023, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $ 550,750 Scientific Advisory Board On July 15, 2021, our Board approved the following compensation policy for members of the Scientific Advisory Board. The Scientific Advisory board consists of Dr. Sigmond Hsu. The scientific advisory board member shall receive annual cash compensation of $68,600. During the nine months ended September 30, 2023 and 2022, the Company paid $ 0 76,087 151,584 WP744 Portfolio (Berubicin) On November 21, 2017, the Company entered into a Collaboration and Asset Purchase Agreement with Reata Pharmaceuticals, Inc. (“Reata”). Through this agreement, the Company purchased all of Reata’s rights, title, interest and previously conducted research and development results in the chemical compound commonly known as Berubicin. In exchange for these rights, the Company agreed to pay Reata an amount equal to 2.25% of the net sales of Berubicin for a period of 10 years from the Company’s first commercial sale of Berubicin plus $10,000. Reata also agreed to collaborate with the Company on the development of Berubicin, from time to time. On December 28, 2017, the Company entered into a Technology Rights and Development Agreement with Houston Pharmaceuticals, Inc. (“HPI”). HPI is affiliated with Dr. Waldemar Priebe, our founder. Pursuant to this agreement, the Company obtained a worldwide exclusive license to the chemical compound commonly known as WP744. In exchange for these rights, the Company agreed to pay consideration to HPI as follows: (i) a royalty of 2% of net sales of any product utilizing WP744 for a period of ten years after the first commercial sale of such; and (ii) $100,000 upon beginning Phase II clinical trials (paid in 2021); and (iii) $200,000 upon the approval by the FDA of a New Drug Application for any product utilizing WP744; and (iv) a series of quarterly development payments totaling $750,000 beginning immediately after the Company’s raise of $7,000,000 of investment capital. In addition, the Company issued 6,667 shares of the Company’s common stock valued at $1.35 per share to HPI upon execution of the agreement. On November 13, 2019, the Company closed its IPO, thereby fulfilling all conditions precedent and completing the acquisition of the intellectual property discussed in the HPI agreement. During the nine months ended September 30, 2023 and 2022, the Company recognized $ 37,500 262,500 0 41,075 On August 30, 2018, we entered into a sublicense agreement with WPD Pharmaceuticals, Inc. (“WPD”). Pursuant to the agreement, the Company granted WPD an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License within the following countries: Poland, Estonia, Latvia, Lithuania, Belarus, Ukraine, Moldova, Romania, Bulgaria, Serbia, Macedonia, Albania, Armenia, Azerbaijan, Georgia, Montenegro, Bosnia, Croatia, Slovenia, Slovakia, Czech Republic, Hungary, Chechnya, Uzbekistan, Kazakhstan, Kyrgyzstan, Tajikistan, Turkmenistan, Greece, Austria, and Russia. The sublicense agreement provides that WPD must use commercially reasonable development efforts to attempt to develop and commercialize licensed products in the above mentioned territories, which means the expenditure of at least $2.0 million on the development, testing, regulatory approval or commercialization of the licensed products during the three year period immediately following the date of the sublicense agreement. In the event that WPD fails to use commercially reasonable development efforts by the foregoing three-year deadline, we have the right to terminate this sublicense agreement. As of December 31, 2021, the Company has received reports of the WPD expenditures related to this agreement, has conducted due inquiry into validating those expenditures, and has determined that WPD has exercised commercially reasonable development efforts and has therefore fulfilled the terms of the agreement necessary to secure their rights under the sublicense in perpetuity subject to the ongoing obligations of the sublicense. In consideration for the rights granted under the sublicense agreement, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, WPD agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. WPD is a Polish corporation that is majority-owned by an entity controlled by Dr. Priebe, our founder. On November 21, 2022, CNS entered into an Investigational Medicinal Product Supply Agreement with Pomeranian Medical University (“PUM”) in Szczecin, Poland. CNS agreed to sell berubicin hydrochloride drug product (and related reference standards) to PUM at a discount to the historical cost of manufacturing so that PUM may conduct an investigator-initiated clinical trial of Berubicin in CNS lymphomas. PUM agreed to pay CNS the following payments: (i) PLN 5,870 upon delivery of 2 vials each of berubicin and berubicinol reference standards, (ii) PLN 873,201 upon delivery of a first batch of 150 berubicin drug product vials, and (iii) PLN 873,201 upon delivery of a second batch of 150 berubicin drug product vials. As of December 31, 2022, the reference standards were delivered, and the Company recognized $ 1,302 196,303 197,605 On August 31, 2018, the Company entered into a sublicense agreement with Animal Life Sciences, LLC (“ALI”), pursuant to which we granted ALI an exclusive sublicense, even as to us, for the patent rights we licensed pursuant to the HPI License solely for the treatment of cancer in non-human animals through any type of administration. In consideration for the rights granted under the sublicense agreement, ALI agreed to issue us membership interests in ALI equal to 1.52% of the outstanding ALI membership interests. As additional consideration for the rights granted, to the extent we are required to make any payments to HPI pursuant to the HPI License as a result of this sublicense agreement, ALI agreed to advance us such payments, and to pay us a royalty equal to 1% of such payments. Dr. Waldemar Priebe, our founder, is also the founder and a shareholder of ALI, holds 38% of the membership interests of ALI. On June 10, 2020, the FDA granted Orphan Drug Designation (“ODD”) for Berubicin for the treatment of malignant gliomas. ODD from the FDA is available for drugs targeting diseases with less than 200,000 cases per year. ODD may enable market exclusivity of 7 years from the date of approval of a NDA in the United States. During that period the FDA generally could not approve another product containing the same drug for the same designated indication. Orphan drug exclusivity will not bar approval of another product under certain circumstances, including if a subsequent product with the same active ingredient for the same indication is shown to be clinically superior to the approved product on the basis of greater efficacy or safety, or providing a major contribution to patient care, or if the company with orphan drug exclusivity is not able to meet market demand. The ODD now constitutes our primary intellectual property protections although the Company is exploring if there are other patents that could be filed related to Berubicin to extend additional protections. On July 24, 2021, the Company received Fast Track Designation from the FDA for Berubicin. Fast Track Designation is designed to facilitate the development and expedite the review of drugs to treat serious conditions and fill an unmet medical need. WP1244 Portfolio On January 10, 2020, Company entered into a Patent and Technology License Agreement (“Agreement”) with The Board of Regents of The University of Texas System, an agency of the State of Texas, on behalf of The University of Texas M. D. Anderson Cancer Center (“UTMDACC”). Pursuant to the Agreement, the Company obtained a royalty-bearing, worldwide, exclusive license to certain intellectual property rights, including patent rights, related to the Company’s recently announced WP1244 drug technology. In consideration, the Company must make payments to UTMDACC including an up-front license fee, annual maintenance fee, milestone payments and royalty payments (including minimum annual royalties) on sales of licensed products developed under the Agreement. The term of the Agreement expires on the last to occur of: (a) the expiration of all patents subject to the Agreement, or (b) fifteen years after execution; provided that UTMDACC has the right to terminate this Agreement in the event that the Company fails to meet certain commercial diligence milestones. The commercial diligence milestones are as follows (i) initiated PC toxicology to support filing of Investigational New Drug Application (“IND”) or New Drug Application (“NDA”) for the Licensed Product within the eighteen (18) month period following the Effective Date (ii) file and IND for the Licensed Product within three (3) year period following the Effective Date and (iii) Commencement of Phase I Study within the five (5) year period following the Effective Date. The Company has not met the commercial diligence milestones required as of the date hereof. As such, UTMDACC has the right to terminate the Agreement upon notice to the Company. As of the date of this report, UTMDACC has not notified the Company of its intention to terminate the Agreement. During the nine months ended September 30, 2023 and 2022, the Company paid $ 45,092 49,607 On May 7, 2020, pursuant to the WP1244 Portfolio license agreement described above, the Company entered into a Sponsored Research Agreement with UTMDACC to perform research relating to novel anticancer agents targeting CNS malignancies. The Company agreed to fund approximately $1,134,000 over a two-year period, which has been fully paid by the Company in 2021. This agreement was extended and expired on March 31, 2023. The principal investigator for this agreement is Dr. Waldemar Priebe, our founder. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 – Subsequent Events On October 16, 2023, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder of certain existing warrants (“Holder”) to receive new warrants to purchase up to a number of shares of common stock equal to 200% (the “Inducement Warrants”) of the number of warrant shares issued pursuant to the exercise of such certain existing warrants to purchase shares of common stock (the “Existing Warrants”) pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase up to 1,878,000 shares of the Company’s common stock, at a Reduced Exercise Price (as defined below), in exchange for the Company’s agreement to issue the Inducement Warrants to purchase up to 3,756,000 shares of the Company’s common stock (the “Inducement Warrant Shares”). The Existing Warrants consist of: (i) warrants, originally issued on December 22, 2020 and amended on December 5, 2022; (ii) warrants, originally issued on January 10, 2022 and amended on December 5, 2022; and (iii) warrants issued on December 5, 2022. Pursuant to the Inducement Letter, the exercise price for such Existing Warrants was reduced to $1.28 per share (the “Reduced Exercise Price”). The Company received aggregate gross proceeds of $2,403,840 from the exercise of the Existing Warrants before deducting financial advisory fees and other expenses payable by it Pursuant to the terms of the Capital on Demand™ Sales Agreement with JonesTrading Institutional Services LLC and Brookline Capital Markets, a division of Arcadia Securities, LLC (collectively, the “Agent”), the Company may sell from time to time, through the Agent, shares of the Company’s common stock with an aggregate sales price of up to $20.0 million. Subsequent to the quarter ended on September 30, 2023, the Company sold 129,530 shares of common stock to the Agent for net proceeds of $215,641. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Liquidity and Going Concern | Liquidity and Going Concern |
Cash and Cash Equivalents | Cash and Cash Equivalents 659,547 |
Stock-based Compensation | Stock-based Compensation |
Restricted Stock Units (“RSUs”) | Restricted Stock Units (“RSUs”) |
Performance Units (“PUs”) | Performance Units (“PUs”) |
Loss Per Common Share | Loss Per Common Share 2,268,827 7,144 28,563 328,770 524,000 9,523 28,563 93,001 |
Reclassification - Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. | Reclassification - Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 93,001 $ 67.42 Granted 235,777 1.78 Exercised – – Forfeited (8 ) 120.00 Expired – – Outstanding, September 30, 2023 328,770 $ 20.35 Exercisable, September 30, 2023 82,261 $ 60.99 |
Schedule of warrants activity | Schedule of warrants activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2022 4,133,252 $ 4.35 Granted – – Exercised (1,863,958 ) 0.39 Forfeited – – Expired (467 ) 45.00 Outstanding, September 30, 2023 2,268,827 $ 7.59 Exercisable, September 30, 2023 2,268,827 $ 7.59 |
Schedule of restricted stock units activity | Schedule of restricted stock units activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2022 9,523 $ 10.02 Granted – – Vested (2,379 ) 10.02 Forfeited – – Non-vested, September 30, 2023 7,144 $ 10.02 |
Schedule of performance units activity | Schedule of performance units activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2022 28,563 $ 5.94 Granted – – Vested – – Forfeited – – Non-vested, September 30, 2023 28,563 $ 5.94 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Cash in excess of FDIC | $ 659,547 | ||
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Unvested performance units | 7,144 | 9,523 | 9,523 |
Performance Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Unvested performance units | 28,563 | 28,563 | 28,563 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options outstanding | 328,770 | 93,001 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares | 2,268,827 | 524,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Nov. 14, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | |||
Short-term note payable | $ 449,874 | ||
Interest rate | 5.88% | ||
Maturity period | Oct. 31, 2023 | ||
Notes payable | $ 41,904 | $ 409,968 |
Equity (Details - Option Activi
Equity (Details - Option Activity) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options outstanding, Beginning | shares | 93,001 |
Weighted average exercise price per share, Beginning | $ / shares | $ 67.42 |
Number of options, Granted | shares | 235,777 |
Weighted average exercise price per share, Granted | $ / shares | $ 1.78 |
Number of options, Exercised | shares | 0 |
Weighted average exercise price per share, Exercised | $ / shares | $ 0 |
Number of options, Forfeited | shares | (8) |
Weighted average exercise price per share, Forfeited | $ / shares | $ 120 |
Number of options, Expired | shares | 0 |
Weighted average exercise price per share, Expired | $ / shares | $ 0 |
Number of options outstanding, Ending | shares | 328,770 |
Weighted average exercise price per share, Ending | $ / shares | $ 20.35 |
Number of options outstanding, Exercisable | shares | 82,261 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 60.99 |
Equity (Details - Warrant Activ
Equity (Details - Warrant Activity) - Warrants [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of warrants outstanding, Beginning | shares | 4,133,252 |
Weighted average exercise price per share, Beginning | $ / shares | $ 4.35 |
Number of warrants, Granted | shares | 0 |
Weighted average exercise price per share, Granted | $ / shares | $ 0 |
Number of warrants, Exercised | shares | (1,863,958) |
Weighted average exercise price per share, Exercised | $ / shares | $ 0.39 |
Number of warrants, Forfeited | shares | 0 |
Weighted average exercise price per share, Forfeited | $ / shares | $ 0 |
Number of warrants, Expired | shares | (467) |
Weighted average exercise price per share, Expired | $ / shares | $ 45 |
Number of warrants outstanding, Ending | shares | 2,268,827 |
Weighted average exercise price per share, Ending | $ / shares | $ 7.59 |
Number of warrants outstanding, Exercisable | shares | 2,268,827 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 7.59 |
Equity (Details - Restricted St
Equity (Details - Restricted Stock Units Activity) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of nonvested outstanding, Beginning | shares | 9,523 |
Weighted average grant date fair value, Beginning | $ / shares | $ 10.02 |
Granted | shares | 0 |
Weighted average grant date fair value, Granted | $ / shares | $ 0 |
Vested | shares | (2,379) |
Weighted average grant date fair value, Vested | $ / shares | $ 10.02 |
Forfeited | shares | 0 |
Weighted average grant date fair value, Forfeited | $ / shares | $ 0 |
Number of nonvested outstanding, Ending | shares | 7,144 |
Weighted average grant date fair value, Ending | $ / shares | $ 10.02 |
Equity (Details - Performance U
Equity (Details - Performance Units Activity) - Performance Units [Member] | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of nonvested outstanding, Beginning | shares | 28,563 |
Weighted average grant date fair value, Beginning | $ / shares | $ 5.94 |
Granted | shares | 0 |
Weighted average grant date fair value, Granted | $ / shares | $ 0 |
Vested | shares | 0 |
Weighted average grant date fair value, Vested | $ / shares | $ 0 |
Forfeited | shares | 0 |
Weighted average grant date fair value, Forfeited | $ / shares | $ 0 |
Number of nonvested outstanding, Ending | shares | 28,563 |
Weighted average grant date fair value, Ending | $ / shares | $ 5.94 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 9 Months Ended | ||||||||
Aug. 27, 2023 | Aug. 04, 2023 | May 03, 2023 | Mar. 29, 2023 | Dec. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 09, 2023 | Dec. 31, 2022 | |
Class of Warrant or Right [Line Items] | |||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | |||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||
Proceeds from common stock | $ 2,101,958 | $ 10,625,786 | |||||||
Options outstanding | 4,318 | ||||||||
Employees were awarded shares | 29,988 | ||||||||
Share based compensartion expense | $ 774,742 | 913,247 | |||||||
Weighted average remaining term | 8 years 9 months 14 days | ||||||||
Options vested | $ 0 | ||||||||
Cash proceeds | $ 725,668 | 2,616 | |||||||
Warrant Price 3.03 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Issuance of warrants | 238,958 | ||||||||
Warrant Price 0.001 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Issuance of warrants | 1,625,000 | ||||||||
Dr Cockroft [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Options outstanding | $ 12,771 | $ 3,514 | |||||||
Issuance of common stock | 6,500 | 2,099 | |||||||
Common stock exercise price | $ 2.27 | $ 1.67 | |||||||
Stock Options [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock to be issued | 235,777 | ||||||||
Exercise price | $ 20.35 | $ 67.42 | |||||||
Options outstanding | $ 25,820 | ||||||||
Employees were awarded shares | 328,770 | 93,001 | |||||||
Unrecognized compensation expense | $ 940,197 | ||||||||
Equity Option [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share based compensartion expense | $ 727,864 | $ 877,510 | |||||||
Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Weighted average remaining term | 4 years 7 days | ||||||||
Aggregate intrinsic value of warrants outstanding | $ 0 | ||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share based compensartion expense | 17,888 | ||||||||
Unrecognized compensation expense | 59,624 | ||||||||
Performance Units [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share based compensartion expense | 28,990 | ||||||||
Unrecognized compensation expense | $ 104,958 | ||||||||
Share-Based Payment Arrangement, Tranche One [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Vested percentage | 50% | ||||||||
Vested term | 2 years | ||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Vested percentage | 50% | ||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock price | $ 6 | ||||||||
Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock price | 24 | ||||||||
Faith Charles [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual retainer | $ 30,000 | ||||||||
Stock to be issued | 3,500 | ||||||||
Exercise price | $ 2.40 | ||||||||
Options outstanding | $ 7,091 | ||||||||
Officer [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Exercise price | $ 0.996 | ||||||||
Cash bonuses | $ 550,750 | ||||||||
Board of Directors Chairman [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Options outstanding | $ 313,846 | ||||||||
Issuance of common stock | 193,690 | ||||||||
Common stock exercise price | $ 1.90 | ||||||||
Plan 2017 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares authorized under plan | 66,667 | ||||||||
Stock to be issued | 0 | ||||||||
Plan 2020 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares authorized under plan | 100,000 | 745,800 | |||||||
Stock to be issued | 545,610 | ||||||||
Agent [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Issuance of common stock shares | 723,406 | ||||||||
Proceeds from common stock | $ 2,101,958 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |||||
Feb. 06, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Apr. 30, 2023 | Mar. 29, 2023 | Dec. 31, 2022 | |
Houston Pharmaceuticals [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Cost of goods and services sold | $ 0 | $ 41,075 | ||||
Officers [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Cash bonuses approved | $ 550,750 | |||||
Scientific Advisory Board [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Labour and related expense | 0 | 76,087 | ||||
Mr Hsu Scientific Advisory Board [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Accrued related to compensation | 151,584 | |||||
Houston Pharm [Member] | Technology Rights Agr [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Royalty income, nonoperating | 37,500 | 262,500 | ||||
Pum [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Accounts receivable | 197,605 | $ 196,303 | $ 1,302 | |||
U T M D A C C [Member] | Patent And Technology License Agr [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
License fee | $ 45,092 | $ 49,607 | ||||
Mr Climaco [Member] | ||||||
Product Liability Contingency [Line Items] | ||||||
Annual base salary | $ 525,000 |