Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Apr. 01, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-39126 | ||
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 | ||
Title of 12(b) Security | Common Stock | ||
Trading Symbol | CNSP | ||
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 | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,780,000 | ||
Entity Common Stock, Shares Outstanding | 10,634,932 | ||
Documents Incorporated by Reference [Text Block] | Portions of this registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders to be filed with the SEC no later than 120 days after the end of the registrant’s fiscal year are incorporated herein by reference in Part III of this Annual Report on Form 10-K. | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 206 | ||
Auditor Name | MaloneBailey, LLP | ||
Auditor Location | Houston, Texas |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 548,721 | $ 10,055,407 |
Deferred offering costs | 202,859 | 0 |
Prepaid expenses and other current assets | 839,590 | 2,509,238 |
Total current assets | 1,591,170 | 12,564,645 |
Noncurrent Assets: | ||
Prepaid expenses, net of current portion | 104,750 | 482,806 |
Property and equipment, net | 4,933 | 5,664 |
Total noncurrent assets | 109,683 | 488,470 |
Total Assets | 1,700,853 | 13,053,115 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 5,832,162 | 4,510,291 |
Notes payable | 300,806 | 409,968 |
Total current liabilities | 6,132,968 | 4,920,259 |
Total Liabilities | 6,132,968 | 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 6,214,598 and 1,617,325 shares issued and outstanding, respectively | 6,214 | 1,617 |
Additional paid-in capital | 65,128,574 | 58,846,916 |
Accumulated deficit | (69,566,903) | (50,715,677) |
Total Stockholders' Equity (Deficit) | (4,432,115) | 8,132,856 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,700,853 | $ 13,053,115 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 6,214,598 | 1,617,325 |
Common stock, shares outstanding | 6,214,598 | 1,617,325 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
General and administrative | $ 4,769,502 | $ 5,967,052 |
Research and development | 14,095,606 | 9,300,055 |
Total operating expenses | 18,865,108 | 15,267,107 |
Loss from operations | (18,865,108) | (15,267,107) |
Other income (expenses): | ||
Interest income | 27,687 | 0 |
Interest expense | (13,805) | (7,027) |
Total other income (expense) | 13,882 | (7,027) |
Net loss | $ (18,851,226) | $ (15,274,134) |
Loss per share - basic | $ (5) | $ (11.22) |
Loss per share - diluted | $ (5) | $ (11.22) |
Weighted average shares outstanding - basic | 3,767,372 | 1,361,737 |
Weighted average shares outstanding - diluted | 3,767,372 | 1,361,737 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity (Deficit) - 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 | $ 463 | 16,037,630 | 16,038,093 | |
Common stock issued for cash, net, shares | 463,316 | |||
Exercise of warrants | $ 205 | 2,529 | 2,734 | |
Exercise of warrants, shares | 204,957 | |||
Stock-based compensation | 1,202,966 | 1,202,966 | ||
Net loss | (15,274,134) | (15,274,134) | ||
Ending balance, value at Dec. 31, 2022 | $ 1,617 | 58,846,916 | (50,715,677) | 8,132,856 |
Ending balance, shares at Dec. 31, 2022 | 1,617,325 | |||
Common stock issued for cash, net | $ 853 | 2,316,746 | 2,317,599 | |
Common stock issued for cash, net, shares | 852,936 | |||
Exercise of warrants, net | $ 3,742 | 2,957,497 | 2,961,239 | |
Exercise of warrants, net, shares | 3,741,958 | |||
Stock-based compensation | $ 2 | 1,007,415 | 1,007,417 | |
Stock-based compensation, shares | 2,379 | |||
Net loss | (18,851,226) | (18,851,226) | ||
Ending balance, value at Dec. 31, 2023 | $ 6,214 | $ 65,128,574 | $ (69,566,903) | $ (4,432,115) |
Ending balance, shares at Dec. 31, 2023 | 6,214,598 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (18,851,226) | $ (15,274,134) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 1,007,417 | 1,202,966 |
Depreciation | 4,134 | 11,756 |
Write off of deferred offering cost | 0 | 334,138 |
Loss on disposal of fixed assets | 498 | 3,111 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 2,377,275 | 860,451 |
Accounts payable and accrued expenses | 1,321,871 | 2,303,897 |
Net cash used in operating activities | (14,140,031) | (10,557,815) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (3,901) | (4,422) |
Net cash used in investing activities | (3,901) | (4,422) |
Cash Flows from Financing Activities: | ||
Payments of deferred offering costs | (202,859) | 0 |
Payments on notes payable | (438,733) | (427,700) |
Proceeds from exercise of warrants | 2,961,239 | 2,734 |
Proceeds from sale of common stock | 2,317,599 | 16,038,093 |
Net cash provided by financing activities | 4,637,246 | 15,613,127 |
Net change in cash and cash equivalents | (9,506,686) | 5,050,890 |
Cash and cash equivalents, at beginning of period | 10,055,407 | 5,004,517 |
Cash and cash equivalents, at end of period | 548,721 | 10,055,407 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 13,805 | 8,094 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Prepaid expense financed with note payable | $ 329,571 | $ 449,874 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (18,851,226) | $ (15,274,134) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
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 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 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. On August 25, 2022, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. The reverse stock split has been retroactively adjusted throughout these financial statements and footnotes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies The accompanying financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The Company’s fiscal year end is December 31. Use of Estimates in Financial Statement Presentation Liquidity and Going Concern - Cash and Cash Equivalents 250,000 298,721 Property and Equipment Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. Impairment of Long-lived Assets Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. Related Parties - Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. Stock-based Compensation Restricted Stock Units (“RSUs”) Performance Units (“PUs”) Loss Per Common Share 4,240,063 7,144 28,563 328,770 4,133,252 9,523 28,563 93,001 Research and Development Costs Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Note Payable | Note 3 – Note Payable On November 28, 2023, the Company entered into a short-term note payable for an aggregate of $ 329,571 9.74 October 8, 2024 300,806 On November 14, 2022, the Company entered into a short-term note payable for an aggregate of $ 449,874 5.88 October 31, 2023 0 409,968 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | Note 4 – Equity The Company has authorized 75,000,000 0.001 5,000,000 0.001 On August 25, 2022, the stockholders of the Company approved an amendment to the Company’s amended and restated articles of incorporation (the “Amendment”) to effect the reverse stock split at a ratio in the range of 1-for-2 to 1-for-30, with such ratio to be determined in the discretion of the Company’s board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by the Company’s board of directors in its sole discretion prior to the one-year anniversary of the annual meeting. Pursuant to such authority granted by the Company’s stockholders, the Company’s board of directors approved a one-for-thirty (1:30) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. Common Stock 2023 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 year ended December 31, 2023, the Company sold 852,936 2,317,599 During the year ended December 31, 2023, the Company issued 3,741,958 2022 The Company engaged H.C. Wainwright & Co., LLC (“Wainwright”), to act as placement agent related to the Securities Purchase Agreement described below. The Company agreed to pay Wainwright an aggregate fee equal to 7.0% of the gross proceeds received by the Company from the sale of the securities in the transaction. The Company also issued to Wainwright or its designees warrants to purchase up to 5.0% of the aggregate number of shares of Common Stock sold in the transactions (the “Placement Agent Warrants”), or 20,176 50,000 10,000 On January 5, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with several institutional investors for the sale by the Company of (i) 316,316 87,193 403,509 Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of common stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of common stock at a price per share of $24.60 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance. The gross proceeds from the Purchase Agreement were $ 11,497,385 10,625,786 On November 30, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor for the sale by the Company of (i) 147,000 1,742,764 1,889,764 Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). Each Common Warrant is exercisable into one share of Common Stock at a price per share of $3.03 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance. Each Pre-Funded Warrant is exercisable into one share of Common Stock at a price per share of $0.001 (as adjusted from time to time in accordance with the terms thereof). The gross proceeds to the Company from the offering were $ 5.998 5,412,308 On November 30, 2022, in connection with the offering, the Company also entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor in the offering. Under the Warrant Amendment Agreement, the Company agreed to amend certain existing warrants (the “Existing Warrants”) to purchase up to an aggregate of (i) 16,667 66.00 210,527 24.60 50,000 100,000 15,950 As consideration for entering into a purchase agreement with Lincoln Park Capital Fund, LLC in fiscal year 2020, the Company recorded as deferred offering costs of $440,902, on the balance sheet. As of December 31, 2021, unamortized deferred offering costs totaled $334,138. During the year ended December 31, 2022, the Company wrote off the remaining $ 334,138 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 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 receives 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% vest over 2 years and 50% vest upon the Company’s common stock price exceeding various closing prices ranging from $6.00 - $24.00 per share 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 vesting in 36 equal monthly installments succeeding the issuance date. 3,514 On August 4, 2023, the Board of Directors approved the issuance of 6,500 2.27 vest in 36 equal monthly installments succeeding the issuance date 12,771 On August 27, 2023, the Board of Directors approved the issuance of 193,690 1.90 vest on the first anniversary date of issuance 313,846 During the years ended December 31, 2023 and 2022, the Company recognized $ 949,982 1,149,364 718,042 The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 95,501 $ 67.50 Granted – – Exercised – – Forfeited (2,500 ) 70.50 Expired – – Outstanding, December 31, 2022 93,001 67.42 Granted 235,777 1.78 Exercised – – Forfeited (8 ) 120.00 Expired – – Outstanding, December 31, 2023 328,770 $ 20.35 Exercisable, December 31, 2023 85,769 $ 62.02 The aggregate fair value of the options measured during the year ended December 31, 2023 were calculated using the Black-Scholes option pricing model based on the following assumptions: Schedule of assumptions options Year Ended December 31, 2023 Fair value of common stock on measurement date $1.00 to $2.40 per share Risk free interest rate (1) 3.38 4.37 Volatility (2) 114.13 118.09 Dividend yield (3) 0 Expected term (in years) 5.5 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. As of December 31, 2023, the outstanding stock options have a weighted average remaining term of 8.54 8,217 no 545,610 Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022: Schedule of warrants activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 140,512 $ 142.83 Granted 4,237,900 2.88 Exercised (204,957 ) 0.01 Forfeited – – Expired (40,203 ) 330.00 Outstanding, December 31, 2022 4,133,252 4.35 Granted 3,849,900 1.29 Exercised (3,741,958 ) 0.84 Forfeited – – Expired (1,131 ) 30.91 Outstanding, December 31, 2023 4,240,063 $ 3.88 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 3,756,000 5,571,694 The aggregate fair value of the warrants measured during the year ended December 31, 2023 were calculated using the Black-Scholes option pricing model based on the following assumptions: Schedule of assumptions warrants Year Ended December 31, 2023 Fair value of common stock on measurement date $1.62 per share Risk free interest rate (1) 4.72 Volatility (2) 124.66 Dividend yield (3) 0 Expected term (in years) 4.2 5.0 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company. (3) The Company does not expect to pay a dividend in the foreseeable future. During the year ended December 31, 2023, the Company received $ 2,961,239 1,787,000 238,958 1,625,000 During the year ended December 31, 2022, the Company received $ 2,734 204,957 As of December 31, 2023 the outstanding and exercisable warrants have a weighted average remaining term of 4.64 no Restricted Stock Units On April 28, 2022, the Compensation Committee approved cash bonuses totaling $ 213,000 9,523 95,399 During the years ended December 31, 2023 and 2022, the Company recognized $ 23,850 17,887 53,661 The following table summarizes the RSUs activity for the years ended December 31, 2023 and 2022: Schedule of restricted stock units activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 9,523 10.02 Vested – – Forfeited – – Non-vested, December 31, 2022 9,523 10.02 Granted – – Vested (2,379 ) – Forfeited – – Non-vested, December 31, 2023 7,144 $ 10.02 Performance Units On April 28, 2022, the Compensation Committee approved, the officers and employees were awarded a total of 28,563 169,663 The fair value of each performance unit with market conditions (vesting terms (i) and (ii)) is estimated at the date of grant using a Monte Carlo simulation with the following assumptions: underlying stock price $10.02, hurdle prices ranging from $60.00 -$120.00, expected terms ranging from 2-3 years, cost of equity 18.7% and risk-free rate of 2.8%. During the years ended December 31, 2023 and 2022, the Company recognized $ 15,203 21,928 18,382 13,787 0 0 100,362 The following table summarizes the PUs activity for the years ended December 31, 2023 and 2022: Schedule of performance units activity PUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 28,563 5.94 Vested – – Forfeited – – Non-vested, December 31, 2022 28,563 5.94 Granted – – Vested – – Forfeited – – Non-vested, December 31, 2023 28,563 $ 5.94 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 pursuant to which 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 February 6, 2021, the compensation committee of the board of directors set Drs. Silberman and Picker 2021 annual base salaries to $ 200,000 115,000 Scientific Advisory Board On July 15, 2021, our Board approved the following compensation policy for the Scientific Advisory Board members. The Scientific Advisory board consisted of Dr. Waldemar Priebe, our founder and related party, and Dr. Sigmond Hsu. Each scientific advisory board member shall receive annual cash compensation of $68,600. During the year ended December 31, 2022, the Company paid $ 76,087 168,734 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 years ended December 31, 2023 and 2022, the Company recognized $ 50,000 275,000 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”), a related party, 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 an 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. During the years ended December 31, 2023 and 2022, the Company paid $ 55,092 58,222 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. During the year ended December 31, 2020, the Company paid $ 334,000 400,000 800,000 Nasdaq Capital Markets Listing Qualifications On August 17, 2023, we received a letter from the Listing Qualifications Department of Nasdaq which notified us that we were not in compliance with Nasdaq’s Listing Rule 5550(b)(1), which requires that we maintain a minimum of $ 2.5 The letter did not have any immediate effect on the listing of our common stock on Nasdaq and we had 45 calendar days to submit a plan to regain compliance. We timely submitted our plan to regain compliance with the Listing Rule, our plan was accepted and the Staff granted an extension until February 13, 2024 to evidence compliance. On February 14, 2024, the Staff notified the Company that it had not complied with the Listing Rule and as such did not meet the terms of the extension. The Staff letter stated that unless the Company timely requests a hearing before a Hearings Panel, the Company would be subject to delisting. Accordingly, the Company timely requested a hearing before the Panel, with such hearing scheduled for April 18, 2024. The hearing request automatically stayed any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing. In that regard, the Panel has the discretion to grant the Company an extension not to exceed August 12, 2024. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 – Income Taxes The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Schedule of effective income tax rate reconciliation Year Ended Year Ended December 31, December 31, 2023 2022 Income tax benefit computed at the statutory rate $ 3,959,000 $ 3,206,000 Tax effect of: True-ups and non-deductible expenses 118,000 (194,000 ) Change in valuation allowance (4,077,000 ) (3,012,000 ) Provision for income taxes $ – $ – Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows: Schedule of deferred tax assets As of As of December 31, December 31, 2023 2022 Deferred income tax assets Net operating losses $ 6,672,000 $ 8,603,000 Stock-based compensation 873,000 715,000 Capitalized 174 expenses 5,420,000 – Deferred income tax liability Prepaid expenses (198,000 ) (628,000 ) Valuation allowance (12,767,000 ) (8,690,000 ) Net deferred income tax assets $ – $ – As of December 31, 2023, the Company has an operating loss carry forward of approximately $ 31,771,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 – Subsequent Events On January 29, 2024, the Company entered into a placement agency agreement with A.G.P./Alliance Global Partners (“AGP”) and Maxim Group LLC (“Maxim” and collectively with AGP, the “Placement Agents”) (the “Placement Agreement”) for the public offering by the Company of (i) 2,215,667 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) (ii) pre-funded warrants to purchase 11,117,667 shares of Common Stock (the “Pre-Funded Warrants”); (iii) Series A Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock (the “Series A Warrants”); and (iv) Series B Warrants to purchase up to an aggregate of 13,333,334 shares of Common Stock (the “Series B Warrants”, and together with the Series A Warrants, the “Common Warrants)). The Common Warrants and Pre-Funded Warrants are collectively referred to herein as the (“Warrants”). The combined purchase price of one share of Common Stock and accompanying Common Warrants was $0.30 and the combined purchase price of one Pre-Funded Warrant and accompanying Common Warrants was $0.299. In connection with the offering, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors that participated in the offering. As of April 1, 2024, 2,204,667 of the Pre-Funded Warrants have been exercised. The closing of the sales of these securities occurred on February 1, 2024. The gross proceeds to the Company from the offering were $3,988,883, before deducting the placement agents’ fees and other offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants. On January 29, 2024, the Company entered into a warrant amendment agreement (the “Warrant Amendment”) pursuant to which the Company agreed, subject to shareholder approval, to amend certain existing warrants to purchase up to an aggregate of 3,756,000 shares of Common Stock at an exercise price of $1.28 per share and a termination date of October 16, 2028, so that the amended warrants will have a reduced exercise price of $0.30 per share and a new termination date of February 1, 2029. If shareholder approval is not received, such existing warrants will have an exercise price equal to the Nasdaq minimum price on the six-month anniversary of February 1, 2024 and a new termination date of February 1, 2029. The other terms of such warrants will remain unchanged. On January 19, 2024, the Company approved the issuance of 12,420 options to Ms. Mahery as compensation for her appointment to our Board of Directors. The options have a ten-year term at an exercise price of $0.253 and vest in 36 equal monthly installments succeeding the issuance date. On February 27, 2024, we received a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying us that for the last 30 consecutive business days the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The notification received had no immediate effect on our Nasdaq listing. In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Bid Price Rule”), we have been provided an initial period of 180 calendar days, or until August 26, 2024, to regain compliance with the Bid Price Rule. If, at any time before that date, the bid price for the Company’s common stock closes at $1.00 or more for a minimum of 10, though generally not more than 20, consecutive business days as required under the compliance period rule, Nasdaq will provide written notification to us that we are in compliance with the Bid Price Rule. If we are not in compliance with the Bid Price Rule by August 26, 2024, we may be afforded a second 180 calendar day period to regain compliance. To qualify, we would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the minimum bid price requirement. In addition, we would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split. In March 2024, the Board of Directors approved, based upon the recommendation of the Compensation Committee, cash bonuses totaling $240,608 to the officers of the Company payable upon completion of a subsequent round of financing and a determination by the Board that such financing is sufficient for the Company's needs after payment of such bonus. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation |
Liquidity and Going Concern | Liquidity and Going Concern - |
Cash and Cash Equivalents | Cash and Cash Equivalents 250,000 298,721 |
Property and Equipment | Property and Equipment Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 Repairs and maintenance costs are expensed as incurred. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. The Company does not have any assets or liabilities that are required to be measured and recorded at fair value on a recurring basis. |
Related Parties | Related Parties - |
Income Taxes | Income Taxes The Company accounts for uncertain tax positions in accordance with the provisions of Accounting Standards Codification (ASC) 740-10 which prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken, or expected to be taken, on its tax return. The Company evaluates and records any uncertain tax positions based on the amount that management deems is more likely than not to be sustained upon examination and ultimate settlement with the tax authorities in the tax jurisdictions in which it operates. |
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 4,240,063 7,144 28,563 328,770 4,133,252 9,523 28,563 93,001 |
Research and Development Costs | Research and Development Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives | Schedule of estimated useful lives Leasehold improvement Shorter of estimated useful lives or the term of the lease Computer equipment 3 Machinery and equipment 5 Furniture and office equipment 7 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 95,501 $ 67.50 Granted – – Exercised – – Forfeited (2,500 ) 70.50 Expired – – Outstanding, December 31, 2022 93,001 67.42 Granted 235,777 1.78 Exercised – – Forfeited (8 ) 120.00 Expired – – Outstanding, December 31, 2023 328,770 $ 20.35 Exercisable, December 31, 2023 85,769 $ 62.02 |
Schedule of assumptions options | Schedule of assumptions options Year Ended December 31, 2023 Fair value of common stock on measurement date $1.00 to $2.40 per share Risk free interest rate (1) 3.38 4.37 Volatility (2) 114.13 118.09 Dividend yield (3) 0 Expected term (in years) 5.5 6.3 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company’s peer group. (3) The Company does not expect to pay a dividend in the foreseeable future. |
Schedule of warrants activity | Schedule of warrants activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 140,512 $ 142.83 Granted 4,237,900 2.88 Exercised (204,957 ) 0.01 Forfeited – – Expired (40,203 ) 330.00 Outstanding, December 31, 2022 4,133,252 4.35 Granted 3,849,900 1.29 Exercised (3,741,958 ) 0.84 Forfeited – – Expired (1,131 ) 30.91 Outstanding, December 31, 2023 4,240,063 $ 3.88 |
Schedule of restricted stock units activity | Schedule of restricted stock units activity RSUs Weighted-Average Grant Date Fair Value Non-vested, December 31, 2021 – $ – Granted 9,523 10.02 Vested – – Forfeited – – Non-vested, December 31, 2022 9,523 10.02 Granted – – Vested (2,379 ) – Forfeited – – Non-vested, December 31, 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, 2021 – $ – Granted 28,563 5.94 Vested – – Forfeited – – Non-vested, December 31, 2022 28,563 5.94 Granted – – Vested – – Forfeited – – Non-vested, December 31, 2023 28,563 $ 5.94 |
Warrant [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of assumptions warrants | Schedule of assumptions warrants Year Ended December 31, 2023 Fair value of common stock on measurement date $1.62 per share Risk free interest rate (1) 4.72 Volatility (2) 124.66 Dividend yield (3) 0 Expected term (in years) 4.2 5.0 (1) The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date. (2) The trading volatility was determined by calculating the volatility of the Company. (3) The Company does not expect to pay a dividend in the foreseeable future. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | Schedule of effective income tax rate reconciliation Year Ended Year Ended December 31, December 31, 2023 2022 Income tax benefit computed at the statutory rate $ 3,959,000 $ 3,206,000 Tax effect of: True-ups and non-deductible expenses 118,000 (194,000 ) Change in valuation allowance (4,077,000 ) (3,012,000 ) Provision for income taxes $ – $ – |
Schedule of deferred tax assets | Schedule of deferred tax assets As of As of December 31, December 31, 2023 2022 Deferred income tax assets Net operating losses $ 6,672,000 $ 8,603,000 Stock-based compensation 873,000 715,000 Capitalized 174 expenses 5,420,000 – Deferred income tax liability Prepaid expenses (198,000 ) (628,000 ) Valuation allowance (12,767,000 ) (8,690,000 ) Net deferred income tax assets $ – $ – |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details - Estimated useful lives) | 12 Months Ended |
Dec. 31, 2023 | |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | Shorter of estimated useful lives or the term of the lease |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 3 |
Machinery and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 5 |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful Life | 7 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Cash FDIC insured amount | $ 250,000 | ||
Cash in excess of FDIC | $ 298,721 | ||
Restricted Stock Units (RSUs) [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Unvested performance units | 7,144 | 9,523 | 0 |
Performance Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Unvested performance units | 28,563 | 28,563 | 0 |
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 | 4,240,063 | 4,133,252 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Nov. 28, 2023 | Nov. 14, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||||
Notes payable | $ 300,806 | $ 409,968 | ||
November 2023 Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Short-term note payable | $ 329,571 | |||
Interest rate | 9.74% | |||
Maturity period | Oct. 08, 2024 | |||
Notes payable | 300,806 | |||
November 2022 Note [Member] | ||||
Short-Term Debt [Line Items] | ||||
Short-term note payable | $ 449,874 | |||
Interest rate | 5.88% | |||
Maturity period | Oct. 31, 2023 | |||
Notes payable | $ 0 | $ 409,968 |
Equity (Details - Option Activi
Equity (Details - Option Activity) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding, shares | 93,001 | 95,501 |
Options outstanding, weighted-average exercise price | $ 67.42 | $ 67.50 |
Number of options, Granted | 235,777 | 0 |
Options granted, weighted-average exercise price | $ 1.78 | $ 0 |
Number of options, Exercised | 0 | 0 |
Options exercised, weighted-average exercise price | $ 0 | $ 0 |
Number of options, Forfeited | (8) | (2,500) |
Options forfeited, weighted-average exercise price | $ 120 | $ 70.50 |
Number of options, Expired | 0 | 0 |
Options expired, weighted-average exercise price | $ 0 | $ 0 |
Options outstanding, shares | 328,770 | 93,001 |
Options outstanding, weighted-average exercise price | $ 20.35 | $ 67.42 |
Options exercisable, shares | 85,769 | |
Options exercisable, weighted-average exercise price | $ 62.02 |
Equity (Details - Assumptions o
Equity (Details - Assumptions options) | 12 Months Ended |
Dec. 31, 2023 | |
Fair value of common stock on measurement date | $1.00 to $2.40 per share |
Risk free interest rate minimum | 3.38% |
Risk free interest rate maximum | 4.37% |
Volatility minimum | 114.13% |
Volatility maximum | 118.09% |
Dividend yield | 0% |
Minimum [Member] | |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Expected term (in years) | 6 years 3 months 18 days |
Equity (Details - Warrant Activ
Equity (Details - Warrant Activity) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants outstanding, shares | 4,133,252 | 140,512 |
Warrants outstanding, weighted average exercise price per share | $ 4.35 | $ 142.83 |
Warrants granted, shares | 3,849,900 | 4,237,900 |
Warrants granted, weighted average exercise price per share | $ 1.29 | $ 2.88 |
Warrants exercised, shares | (3,741,958) | (204,957) |
Warrants exercised, weighted average exercise price per share | $ 0.84 | $ 0.01 |
Warrants forfeited, shares | 0 | 0 |
Warrants forfeited, weighted average exercise price per share | $ 0 | $ 0 |
Warrants expired, shares | (1,131) | (40,203) |
Warrants expired, weighted average exercise price per share | $ 30.91 | $ 330 |
Warrants outstanding, shares | 4,240,063 | 4,133,252 |
Warrants outstanding, weighted average exercise price per share | $ 3.88 | $ 4.35 |
Schedule of assumptions warrant
Schedule of assumptions warrants (Details) | 12 Months Ended | |
Dec. 31, 2023 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of common stock on measurement date | $1.00 to $2.40 per share | |
Dividend yield | 0% | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 3 months 18 days | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value of common stock on measurement date | $1.62 per share | |
Risk free interest rate minimum | 4.72% | [1] |
Volatility minimum | 124.66% | [2] |
Dividend yield | 0% | [3] |
Warrant [Member] | Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 4 years 2 months 12 days | |
Warrant [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 5 years | |
[1]The risk-free interest rate was determined by management using the market yield on U.S. Treasury securities with comparable terms as of the measurement date.[2]The trading volatility was determined by calculating the volatility of the Company.[3]The Company does not expect to pay a dividend in the foreseeable future. |
Equity (Details - Restricted St
Equity (Details - Restricted Stock Units Activity) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSUs outstanding, non-vested, shares | 9,523 | 0 |
RSUs outstanding, non-vested, weighted-average grant date fair value per share | $ 10.02 | $ 0 |
RSUs granted, non-vested, shares | 0 | 9,523 |
RSU's granted, weighted-average grant date fair value per share | $ 0 | $ 10.02 |
RSUs vested, shares | (2,379) | 0 |
RSU's vested, weighted-average grant date fair value per share | $ 0 | $ 0 |
RSUs forfeited, shares | 0 | 0 |
RSU's forfeited, weighted-average grant date fair value per share | $ 0 | $ 0 |
RSUs outstanding, non-vested, shares | 7,144 | 9,523 |
RSUs outstanding, non-vested, weighted-average grant date fair value per share | $ 10.02 | $ 10.02 |
Equity (Details - Performance U
Equity (Details - Performance Units Activity) - Performance Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
RSUs outstanding, non-vested, shares | 28,563 | 0 |
RSUs outstanding, non-vested, weighted-average grant date fair value per share | $ 5.94 | $ 0 |
Granted | 0 | 28,563 |
Weighted average grant date fair value, Granted | $ 0 | $ 5.94 |
Vested | 0 | 0 |
Weighted average grant date fair value, Vested | $ 0 | $ 0 |
Forfeited | 0 | 0 |
Weighted average grant date fair value, Forfeited | $ 0 | $ 0 |
RSUs outstanding, non-vested, shares | 28,563 | 28,563 |
RSUs outstanding, non-vested, weighted-average grant date fair value per share | $ 5.94 | $ 5.94 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Aug. 27, 2023 | Aug. 04, 2023 | May 03, 2023 | Mar. 29, 2023 | Dec. 30, 2022 | Nov. 30, 2022 | Apr. 28, 2022 | Jan. 05, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 16, 2023 | Aug. 09, 2023 | Dec. 31, 2021 | |
Class of Stock [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 | |||||||||||
Reverse stock split description | one-for-thirty (1:30) reverse stock split of the Company’s common stock and the filing of the Amendment to effectuate the reverse split. The reverse stock split became effective on November 28, 2022 on a 1-for-30 basis without any change in the par value per share, which remained at $0.001. | ||||||||||||
Proceeds from common stock | $ 2,317,599 | $ 16,038,093 | |||||||||||
Legal fees and expenses | 100,000 | ||||||||||||
Non-accountable expense allowance | 50,000 | ||||||||||||
Clearing fees | 15,950 | ||||||||||||
Deferred offering costs | 0 | 334,138 | |||||||||||
Share based compensation expense | $ 1,007,417 | 1,202,966 | |||||||||||
Weighted average remaining term | 8 years 6 months 14 days | ||||||||||||
Options vested | $ 8,217 | ||||||||||||
Options outstanding | 8,217 | ||||||||||||
Adjustments to Additional Paid in Capital, Dividends in Excess of Retained Earnings | 5,571,694 | ||||||||||||
Proceeds from warrant exercises | $ 2,961,239 | $ 2,734 | |||||||||||
Warrant exercise price $1.28 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised, shares | 1,787,000 | ||||||||||||
Warrant exercise price $3.03 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised, shares | 238,958 | 204,957 | |||||||||||
Warrant exercise price $0.001 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Warrants exercised, shares | 1,625,000 | ||||||||||||
Equity Option [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation expense | $ 949,982 | $ 1,149,364 | |||||||||||
Unrecognized compensation expense | $ 718,042 | ||||||||||||
Existing Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,878,000 | ||||||||||||
Inducement Warrant Shares [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,756,000 | ||||||||||||
Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Exercise price | $ 3.88 | $ 4.35 | $ 142.83 | ||||||||||
Weighted average remaining term | 4 years 7 months 20 days | ||||||||||||
Aggregate intrinsic value of warrants outstanding | $ 0 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Options granted, weighted-average exercise price | $ 0 | $ 10.02 | |||||||||||
Share based compensation expense | $ 23,850 | $ 17,887 | |||||||||||
Unrecognized compensation expense | $ 53,661 | ||||||||||||
Performance Units [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Options granted, weighted-average exercise price | $ 0 | $ 5.94 | |||||||||||
Options granted | 28,563 | ||||||||||||
Unrecognized compensation expense | $ 100,362 | ||||||||||||
Number of shares granted, value | $ 169,663 | ||||||||||||
Performance Units [Member] | Vesting term (i) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation expense | 15,203 | $ 21,928 | |||||||||||
Performance Units [Member] | Vesting term (ii) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation expense | 18,382 | 13,787 | |||||||||||
Performance Units [Member] | Vesting term (iii) [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Share based compensation expense | $ 0 | $ 0 | |||||||||||
Faith Charles [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Annual retainer | $ 30,000 | ||||||||||||
Options granted | 3,500 | ||||||||||||
Options granted, weighted-average exercise price | $ 2.40 | ||||||||||||
Fair value option grants at issuance | $ 7,091 | ||||||||||||
Officer [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash bonuses awarded | $ 550,750 | ||||||||||||
Plan 2017 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares authorized under plan | 66,667 | ||||||||||||
Shares available for grant | 0 | ||||||||||||
Plan 2020 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares authorized under plan | 100,000 | 745,800 | |||||||||||
Shares available for grant | 545,610 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Gross proceeds from issuance or sale of equity | $ 5,998,000 | $ 11,497,385 | |||||||||||
Net proceeds from issuance or sale of equity | $ 5,412,308 | $ 10,625,786 | |||||||||||
Securities Purchase Agreement [Member] | Placement Agent Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 20,176 | ||||||||||||
Exercise Of Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Stock issued from exercise of warrants, shares | 3,741,958 | ||||||||||||
Agent [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 852,936 | ||||||||||||
Proceeds from common stock | $ 2,317,599 | ||||||||||||
Wainwright [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Non-accountable expenses | 50,000 | ||||||||||||
Legal fees and expenses | 10,000 | ||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Shares [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of shares issued | 147,000 | 316,316 | |||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Pre Funded Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 1,742,764 | 87,193 | |||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Common Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 1,889,764 | 403,509 | |||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Existing Warrants [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 16,667 | ||||||||||||
Exercise price | $ 66 | ||||||||||||
Institutional Investor [Member] | Securities Purchase Agreement [Member] | Existing Warrants 1 [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of warrants issued | 210,527 | ||||||||||||
Exercise price | $ 24.60 | ||||||||||||
Officers And An Employee [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Options granted, weighted-average exercise price | $ 0.996 | ||||||||||||
Fair value option grants at issuance | $ 25,820 | ||||||||||||
Options granted | 29,988 | ||||||||||||
Vesting description | 50% vest over 2 years and 50% vest upon the Company’s common stock price exceeding various closing prices ranging from $6.00 - $24.00 per share | ||||||||||||
Bettina Cockroft [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Options granted, weighted-average exercise price | $ 2.27 | $ 1.67 | |||||||||||
Fair value option grants at issuance | $ 12,771 | $ 3,514 | |||||||||||
Options granted | 6,500 | 2,099 | |||||||||||
Vesting description | vest in 36 equal monthly installments succeeding the issuance date | vesting in 36 equal monthly installments succeeding the issuance date. | |||||||||||
Board Of Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Options granted, weighted-average exercise price | $ 1.90 | ||||||||||||
Fair value option grants at issuance | $ 313,846 | ||||||||||||
Options granted | 193,690 | ||||||||||||
Vesting description | vest on the first anniversary date of issuance | ||||||||||||
Officers [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Cash bonuses | $ 213,000 | ||||||||||||
Restricted stock units granted, shares | 9,523 | ||||||||||||
Restricted stock units granted, value | $ 95,399 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Aug. 17, 2023 | Feb. 06, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2023 | |
Product Liability Contingency [Line Items] | |||||||
Research and development expense | $ 14,095,606 | $ 9,300,055 | |||||
Repayments of related party debt | $ 800,000 | ||||||
Stockholders equity | $ 2,500,000 | ||||||
Houston Pharmaceuticals [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Cost of goods and services sold | 0 | 41,075 | |||||
Scientific Advisory Board [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Labour and related expense | 76,087 | ||||||
Mr Hsu Scientific Advisory Board [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Accrued expenses related to compensation | 168,734 | ||||||
Houston Pharm [Member] | Technology Rights And Development Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Royalty income, nonoperating | 50,000 | 275,000 | |||||
Pum [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Accounts receivable | 197,605 | 1,302 | $ 196,303 | ||||
UTMDACC [Member] | Patent And Technology License Agr [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
License fee | $ 55,092 | $ 58,222 | |||||
UTMDACC [Member] | Sponsored Research Agreement [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
License fee | $ 334,000 | ||||||
Research and development expense | $ 400,000 | ||||||
Silberman [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Annual base salary | $ 200,000 | ||||||
Picker [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Annual base salary | 115,000 | ||||||
Mr Climaco [Member] | |||||||
Product Liability Contingency [Line Items] | |||||||
Annual base salary | $ 525,000 |
Income Taxes (Details - Effecti
Income Taxes (Details - Effective income tax rate reconciliation) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit computed at the statutory rate | $ 3,959,000 | $ 3,206,000 |
True-ups and non-deductible expenses | 118,000 | (194,000) |
Change in valuation allowance | (4,077,000) | (3,012,000) |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes (Details - Deferre
Income Taxes (Details - Deferred tax assets) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred income tax assets | ||
Net operating losses | $ 6,672,000 | $ 8,603,000 |
Stock-based compensation | 873,000 | 715,000 |
Capitalized 174 expenses | 5,420,000 | 0 |
Deferred income tax liability | ||
Prepaid expenses | (198,000) | (628,000) |
Valuation allowance | (12,767,000) | (8,690,000) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Dec. 31, 2023 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carry forward | $ 31,771,000 |