Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 13, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Entity File Number | 001-40536 | |
Entity Registrant Name | Acurx Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-3733567 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 259 Liberty Ave | |
Entity Address, City or Town | Staten Island | |
Entity Address, Postal Zip Code | 10305 | |
City Area Code | 917 | |
Local Phone Number | 533-1469 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ACXP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,119,208 | |
Entity Central Index Key | 0001736243 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED INTERIM BALANCE SHEET
CONDENSED INTERIM BALANCE SHEETS - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 17,095,596 | $ 3,175,411 |
Prepaid Expenses | 344,549 | 48,609 |
TOTAL ASSETS | 17,440,145 | 3,224,020 |
CURRENT LIABILITIES | ||
Accounts Payable and Accrued Expenses | 1,918,639 | 455,931 |
Paycheck Protection Program Loan | 16,625 | |
TOTAL CURRENT LIABILITIES | 1,918,639 | 472,556 |
NONCURRENT LIABILITIES | ||
Paycheck Protection Program Loan | 49,878 | |
TOTAL LIABILITIES | 1,918,639 | 522,434 |
COMMITMENTS AND CONTINGENCIES | ||
MEMBERS' AND SHAREHOLDERS' EQUITY | ||
Common Stock; $.001 par value, 200,000,000 shares authorized, 9,916,208 shares issued and outstanding at June 30, 2021 | 9,916 | |
Additional Paid-in Capital | 34,790,591 | |
Accumulated Deficit | (19,279,001) | (13,800,612) |
TOTAL MEMBERS' AND SHAREHOLDERS' EQUITY | 15,521,506 | 2,701,586 |
TOTAL LIABILITIES AND MEMBERS' AND SHAREHOLDERS' EQUITY | 17,440,145 | 3,224,020 |
Members' Equity, Class A | ||
MEMBERS' AND SHAREHOLDERS' EQUITY | ||
Members' Equity | 16,402,198 | |
TOTAL MEMBERS' AND SHAREHOLDERS' EQUITY | 0 | 16,402,198 |
Members' Equity, Class B | ||
MEMBERS' AND SHAREHOLDERS' EQUITY | ||
Members' Equity | 100,000 | |
TOTAL MEMBERS' AND SHAREHOLDERS' EQUITY | $ 0 | $ 100,000 |
CONDENSED INTERIM BALANCE SHE_2
CONDENSED INTERIM BALANCE SHEETS (Parenthetical) | Jun. 30, 2021$ / sharesshares |
CONDENSED INTERIM BALANCE SHEETS | |
Common stock, Par value | $ / shares | $ 0.001 |
Common stock, Authorized (in shares) | 200,000,000 |
Common stock, Issued (in shares) | 9,916,208 |
Common stock, Outstanding (in shares) | 9,916,208 |
INTERIM STATEMENTS OF OPERATION
INTERIM STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING EXPENSES | ||||
Research and Development | $ 95,074 | $ 400,738 | $ 186,981 | $ 1,085,469 |
General and Administrative | 3,975,488 | 512,622 | 5,357,911 | 1,106,992 |
TOTAL OPERATING EXPENSES | 4,070,562 | 913,360 | 5,544,892 | 2,192,461 |
Gain on forgiveness of Paycheck Protection Program Loan | 66,503 | 66,503 | ||
NET LOSS | $ (4,004,059) | $ (913,360) | $ (5,478,389) | $ (2,192,461) |
NET LOSS PER SHARE | ||||
Basic and diluted net loss per common share/units | $ (0.57) | $ (0.15) | $ (0.79) | $ (0.37) |
Weighted average pro forma shares outstanding basic and diluted | 6,968,341 | 5,975,971 | 6,908,396 | 5,919,792 |
CONDENSED INTERIM STATEMENTS OF
CONDENSED INTERIM STATEMENTS OF CHANGES IN MEMBERS' AND SHAREHOLDERS' EQUITY - USD ($) | Members' Equity, Class A | Members' Equity, Class B | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning at Dec. 31, 2019 | $ 9,920,428 | $ 100,000 | $ 0 | $ 0 | $ (9,200,574) | $ 819,854 |
Balance at beginning, Member Units (in shares) at Dec. 31, 2019 | 11,058,666 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Dec. 31, 2019 | 0 | |||||
Private Placement Offerings, net of issuance costs of $51,409 (in value) | $ 454,980 | $ 0 | $ 0 | 0 | 0 | 454,980 |
Private Placement Offerings, net of issuance costs of $51,409 (in shares) | 182,002 | 0 | ||||
Executive Compensation Settled with Membership Interests (in value) | $ 781,700 | $ 0 | $ 0 | 0 | 0 | 781,700 |
Executive Compensation Settled with Membership Interests (in shares) | 312,680 | 0 | 0 | |||
Share-Based Compensation, (in value) | $ 166,667 | $ 0 | $ 0 | 0 | 0 | 166,667 |
Share-Based Compensation, (in shares) | 136,111 | 0 | 0 | |||
Share-Based Payments to Vendors (in value) | $ 181,100 | $ 0 | $ 0 | 0 | 0 | 181,100 |
Share-Based Payments to Vendors (in shares) | 57,440 | 0 | 0 | |||
Net Loss | $ 0 | $ 0 | $ 0 | 0 | (1,279,101) | (1,279,101) |
Balance at ending at Mar. 31, 2020 | $ 11,504,875 | $ 100,000 | $ 0 | 0 | (10,479,675) | 1,125,200 |
Balance at ending, Member Units (in shares) at Mar. 31, 2020 | 11,746,899 | 100,000 | ||||
Balance at ending, Common shares (in shares) at Mar. 31, 2020 | 0 | |||||
Balance at beginning at Dec. 31, 2019 | $ 9,920,428 | $ 100,000 | $ 0 | 0 | (9,200,574) | 819,854 |
Balance at beginning, Member Units (in shares) at Dec. 31, 2019 | 11,058,666 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Dec. 31, 2019 | 0 | |||||
Net Loss | (2,192,461) | |||||
Balance at ending at Jun. 30, 2020 | $ 11,832,637 | $ 100,000 | 0 | (11,393,035) | 539,602 | |
Balance at ending, Member Units (in shares) at Jun. 30, 2020 | 11,932,448 | 100,000 | ||||
Balance at ending, Common shares (in shares) at Jun. 30, 2020 | 0 | |||||
Balance at beginning at Mar. 31, 2020 | $ 11,504,875 | $ 100,000 | $ 0 | 0 | (10,479,675) | 1,125,200 |
Balance at beginning, Member Units (in shares) at Mar. 31, 2020 | 11,746,899 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Mar. 31, 2020 | 0 | |||||
Share-Based Compensation, (in value) | $ 166,666 | $ 0 | $ 0 | 0 | 0 | 166,666 |
Share-Based Compensation, (in shares) | 136,111 | 0 | 0 | |||
Share-Based Payments to Vendors (in value) | $ 161,096 | $ 0 | $ 0 | 0 | 0 | 161,096 |
Share-Based Payments to Vendors (in shares) | 49,438 | 0 | 0 | |||
Net Loss | $ 0 | $ 0 | $ 0 | 0 | (913,360) | (913,360) |
Balance at ending at Jun. 30, 2020 | $ 11,832,637 | $ 100,000 | 0 | (11,393,035) | 539,602 | |
Balance at ending, Member Units (in shares) at Jun. 30, 2020 | 11,932,448 | 100,000 | ||||
Balance at ending, Common shares (in shares) at Jun. 30, 2020 | 0 | |||||
Balance at beginning at Dec. 31, 2020 | $ 16,402,198 | $ 100,000 | $ 0 | 0 | (13,800,612) | 2,701,586 |
Balance at beginning, Member Units (in shares) at Dec. 31, 2020 | 13,493,807 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Dec. 31, 2020 | 0 | |||||
Executive Compensation Settled with Membership Interests (in value) | $ 186,650 | $ 730,115 | $ 0 | 0 | 0 | 916,765 |
Executive Compensation Settled with Membership Interests (in shares) | 57,430 | 471,042 | 0 | |||
Share-Based Compensation, (in value) | $ 191,667 | $ 0 | $ 0 | 0 | 0 | 191,667 |
Share-Based Compensation, (in shares) | 143,814 | 0 | 0 | |||
Share-Based Payments to Vendors (in value) | $ 135,471 | $ 0 | $ 0 | 0 | 0 | 135,471 |
Share-Based Payments to Vendors (in shares) | 30,145 | 0 | 0 | |||
Net Loss | $ 0 | $ 0 | $ 0 | 0 | (1,474,330) | (1,474,330) |
Cancellation of Class B Issuance | $ 0 | $ 0 | 0 | 0 | 0 | |
Cancellation of Class B Issuance (in shares) | (471,042) | 0 | ||||
Balance at ending at Mar. 31, 2021 | $ 16,915,986 | $ 830,115 | $ 0 | 0 | (15,274,942) | 2,471,159 |
Balance at ending, Member Units (in shares) at Mar. 31, 2021 | 13,725,196 | 100,000 | ||||
Balance at ending, Common shares (in shares) at Mar. 31, 2021 | 0 | |||||
Balance at beginning at Dec. 31, 2020 | $ 16,402,198 | $ 100,000 | $ 0 | 0 | (13,800,612) | 2,701,586 |
Balance at beginning, Member Units (in shares) at Dec. 31, 2020 | 13,493,807 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Dec. 31, 2020 | 0 | |||||
Net Loss | (5,478,389) | |||||
Balance at ending at Jun. 30, 2021 | $ 0 | $ 0 | $ 9,916 | 34,790,591 | (19,279,001) | $ 15,521,506 |
Balance at ending, Member Units (in shares) at Jun. 30, 2021 | 0 | 0 | ||||
Balance at ending, Common shares (in shares) at Jun. 30, 2021 | 9,916,208 | 9,916,208 | ||||
Balance at beginning at Mar. 31, 2021 | $ 16,915,986 | $ 830,115 | $ 0 | 0 | (15,274,942) | $ 2,471,159 |
Balance at beginning, Member Units (in shares) at Mar. 31, 2021 | 13,725,196 | 100,000 | ||||
Balance at beginning, Common shares (in shares) at Mar. 31, 2021 | 0 | |||||
Share-Based Compensation, (in value) | $ 563,889 | $ 0 | $ 0 | 1,655,885 | 0 | 2,219,774 |
Share-Based Compensation, (in shares) | 257,122 | 0 | 0 | |||
Share-Based Payments to Vendors (in value) | $ 37,500 | $ 0 | $ 0 | 0 | 0 | 37,500 |
Share-Based Payments to Vendors (in shares) | 0 | 0 | 0 | |||
Net Loss | $ 0 | $ 0 | $ 0 | 0 | (4,004,059) | (4,004,059) |
Corporate Conversion (in value) | $ (17,517,375) | $ (830,115) | $ 7,041 | 18,340,449 | 0 | 0 |
Corporate Conversion (in shares) | (13,982,318) | (100,000) | ||||
Corporate Conversion, common stock (in shares) | 7,041,208 | |||||
Initial Public Offering, net of issuance costs (in value) | $ 2,875 | 14,794,257 | 0 | 14,797,132 | ||
Stock Issued | 2,875,000 | |||||
Balance at ending at Jun. 30, 2021 | $ 0 | $ 0 | $ 9,916 | $ 34,790,591 | $ (19,279,001) | $ 15,521,506 |
Balance at ending, Member Units (in shares) at Jun. 30, 2021 | 0 | 0 | ||||
Balance at ending, Common shares (in shares) at Jun. 30, 2021 | 9,916,208 | 9,916,208 |
CONDENSED INTERIM STATEMENTS _2
CONDENSED INTERIM STATEMENTS OF CHANGES IN MEMBERS' AND SHAREHOLDERS' EQUITY (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2020 | Jun. 30, 2021 | |
CONDENSED INTERIM STATEMENTS OF CHANGES IN MEMBERS' AND SHAREHOLDERS' EQUITY | ||
Issuance cost | $ 51,409 | $ 2,452,868 |
CONDENSED INTERIM STATEMENTS _3
CONDENSED INTERIM STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash Flow from Operating Activities: | ||
Net loss | $ (5,478,389) | $ (2,192,461) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share-Based Compensation | 2,411,441 | 333,333 |
Share Based Payment To Vendors | 172,971 | 342,196 |
Executive Compensation Settled with Membership Interests | 916,765 | 781,700 |
Gain on Forgiveness of Paycheck Protection Program Loan | (66,503) | |
(Increase) / Decrease In: | ||
Prepaid Expenses | (295,940) | 34,733 |
Accounts Payable and Accrued Expenses | 1,462,708 | (932,547) |
Net Cash Used In Operating Activities | (876,947) | (1,633,046) |
Cash Flow from Financing Activities: | ||
Proceeds from Advanced Receipts of Private Placement Offerings | 602,680 | |
Proceeds from Paycheck Protection Program Loan | 66,503 | |
Proceeds from Initial Public Offering, net of issuance costs | 14,797,132 | |
Proceeds from Private Placement Offerings, net of issuance costs | 454,980 | |
Net Cash Provided By Financing Activities | 14,797,132 | 1,124,163 |
Net Increase (Decrease) In Cash | 13,920,185 | (508,883) |
Cash at Beginning of Period | 3,175,411 | 2,483,322 |
Cash at End of Period | 17,095,596 | $ 1,974,439 |
NON CASH FINANCING ACTIVITY | ||
Initial Public Offering Issuance Costs yet to be paid | $ 286,000 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
NATURE OF OPERATIONS | |
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Business: Acurx Pharmaceuticals, Inc., a Delaware corporation, formerly Acurx Pharmaceuticals, LLC (the “Company”) is a publicly-held, clinical stage biopharmaceutical company formed in July 2017, with operations commencing in February 2018. The Company is focused on developing novel antibiotics that address difficult to treat bacterial infections. The Company’s approach is to develop antibiotic candidates that could potentially block an entirely new molecular target, the DNA polymerase IIIC (“Pol IIIC”) enzyme, and its research and development pipeline includes early stage Pol IIIC antibiotic candidates that target other Gram-positive bacteria, including Methicillin-Resistant Staphylococcus aureus Streptococcus pneumoniae In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak caused major disruptions to businesses and markets worldwide as the virus continued to spread. The COVID-19 pandemic has disrupted, and the Company expects it will continue to disrupt, its operations. The extent of the effect on the Company’s operational and financial performance will depend on future developments, including the duration, spread and intensity of the pandemic, and governmental, regulatory and private sector responses, all of which are uncertain and difficult to predict. Although the Company is unable to estimate the financial effect of the pandemic, at this time, if the pandemic continues over a long period of time, it could have a material adverse effect on the Company’s business, results of operations, financial condition, and cash flows. The financial statements do not reflect any adjustments as a result of the pandemic. In February 2018, the Company purchased the active pharmaceutical ingredient, the intellectual property and other rights to an antibiotic product candidate known as GLS362E (renamed ACX-362E and now approved for non-proprietary name, ibezapolstat) (the “Asset”) from GLSynthesis, Inc. The Company paid $110,174 in cash, along with granting 100,000 Class B Membership Interests, profits interests as defined in the operating agreement, with an exercise price of $0.10 per share. The Company was also required to make certain milestone payments totaling $700,000 in aggregate if certain milestones are achieved, $50,000 of which has already been paid by the Company and royalty payments equal to 4% of net sales for a period of time equal to the last to expire of any applicable patents, as defined in the asset purchase agreement. The purchase of the Asset has resulted in our lead antibiotic product candidate, ibezapolstat, which targets the treatment of Clostridium difficile Infections (“CDI”). The Company’s primary activities since inception have included organizational activities and performing research and development activities relating to the development of its two antibiotic candidates and raising funds through equity offerings including its initial public offering (“IPO”) consummated in June 2021. The Company has not generated any revenues since inception. The Company has experienced net losses and negative cash flows from operations since inception and expects these conditions to continue for the foreseeable future. The Company has needed to raise capital from sales of its securities to sustain operations. On June 29, 2021, the Company completed the IPO issuing 2,875,000 shares of common stock at a price of $6.00 per share, with gross proceeds of approximately $17.3 million. As of June 30, 2021, the Company had a cash balance of approximately $17.1 million. Management believes that the Company will continue to incur losses for the foreseeable future and will need additional resources to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional equity financing and grant funding, but cannot assure that such financing and funding will be available at acceptable terms, or at all. The accompanying unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that the Company’s research and development will be successfully completed or that any Company product candidate will be approved by the Food and Drug Administration (“FDA”) or any other worldwide regulatory authority or become commercially viable. The Company is subject to risks common to companies in the biopharmaceutical industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with FDA and other governmental regulations and approval requirements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim financial statements 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 Exchange Commission for interim reporting. In the opinion of management, these unaudited interim financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The unaudited interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Management believes that the disclosures provided herein are adequate when these unaudited interim financial statements are read in conjunction with the audited financial statements and notes thereto as of December 31, 2020. Use of Estimates The preparation of financial statements in conformity with accounting standards generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Federal Income Taxes The Company estimates an annual effective tax rate of 0% as the Company incurred losses for the six months ended June 30, 2021 and is forecasting additional losses through year-end, resulting in an estimated net loss for both financial statement and tax purposes. Therefore, no current federal or state income tax expense has been recorded in the financial statements. Based on the Company’s history of generating operating losses and its anticipation of operating losses for the foreseeable future, the Company has determined that it is more likely than not that the tax benefits from those net operating losses would not be realized and a full valuation allowance against all deferred tax assets has been recorded. Should the Company’s assessment change, tax benefits associated with the historic net operating loss carryforwards would be limited due to the ownership change. Prior to the Company’s corporate conversion in June 2021, the Company was organized as a limited liability company. As such, the Company was not a tax paying entity for federal income tax purposes and, therefore, no income tax expense has been recorded in the financial statements. Income or losses of the Company was passed through to the members for inclusion in their respective income tax returns. Concentration of Credit Risk The Company maintains its cash balance in one financial institution. The balance is insured up to the maximum allowable by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk of loss on cash. At times, the cash balance may exceed the maximum insured limit of the FDIC. As of June 30, 2021, the Company had cash of $17.1 million in U.S. bank accounts which were not fully insured by the FDIC. Guaranteed Payments to Members Prior to the corporate conversion, guaranteed payments to members of the Company that were designated to represent reasonable compensation for services rendered, were accounted for as Company expenses rather than an allocation of the Company’s net income. ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) Research and Development In accordance with Accounting Standards Codification Topic No. 730, Accounting for Research and Development Costs, the Company expenses research and development costs when incurred. At times, the Company may make cash advances for future research and development services. These amounts are deferred and expensed in the period the service is provided. Share-Based Compensation The Company accounts for the cost of services performed by officers and directors received in exchange for an award of Company membership interests, common stock or stock options, based on the grant-date fair value of the award. The Company recognizes compensation expense based on the vesting period. Share-Based Payments to Vendors The Company accounts for the cost of services performed by vendors in exchange for an award of Company membership interests, common stock, or stock options, based on the grant-date fair value of the award or the fair value of the services rendered; whichever is more readily determinable. Such fair value is measured as of the date the services or the date performance by the other party is complete. The Company recognizes the expense in the same period and in the same manner as if the Company had paid cash for the services. Foreign Currency Transactions The financial statements are presented in in U.S. dollars (“USD”) the reporting currency of the Company. The Company may engage in transactions denominated in other foreign currencies. These transactions were translated to USD at rates which approximate those in effect on the transaction dates. Monetary assets and liabilities denominated in foreign currencies at year-end will be translated at exchange rates in effect as of those dates. Nonmonetary assets and liabilities are translated at appropriate historical rates. Major Vendor The Company had a major vendor that accounted for approximately 49% of the research and development expenditures for the three months ended June 30, 2020, and 1% and 29% for the six-month period ended June 30, 2021 and 2020, respectively. The same vendor also accounted for approximately 6% of the total accounts payable and accrued expenses at December 31, 2020. Although there has been a pause in activity recently, the Company has maintained this vendor relationship and anticipates incurring significant expenses with this vendor over the next 12 months. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of June 30, 2021 and December 31, 2020 were as follows: June 30, 2021 December 31, 2020 Accrued compensation expenses $ 20,242 $ 317,068 Accrued research and development 51,246 89,156 Accrued professional fees 1,750,146 49,707 Other accounts payable and accrued expenses 97,005 — Total $ 1,918,639 $ 455,931 |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN | 6 Months Ended |
Jun. 30, 2021 | |
PAYCHECK PROTECTION PROGRAM LOAN | |
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 4 – PAYCHECK PROTECTION PROGRAM LOAN In May 2020, the Company received a Paycheck Protection Program (“PPP”) loan under the CARES Act, as administered by the U.S. Small Business Administration (”SBA”) in the amount of $66,503. The Company did not provide any collateral or guarantees in connection with the PPP loan, nor did the Company pay any facility charge to obtain the PPP loan. In May 2021, the Company was notified by its financial institution that the Paycheck Protection Program loan had been forgiven. The Company has accordingly reduced the full amount of the liability and recorded a gain on the forgiveness of debt in the statement of operations. |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
EXECUTIVE COMPENSATION | |
EXECUTIVE COMPENSATION | NOTE 5 – EXECUTIVE COMPENSATION The Company’s co-founders and original two executives received compensation pursuant to employment agreements effective commencing January 2018 (the “Original Agreements”). The Original Agreements stipulated that the executives would receive a base salary of $277,000 per annum, of which a portion was payable with the issuance of Class A Membership Interests of the Company at the most recent offering price when the service was rendered. The Company also employs a third executive on a part-time basis for $7,500 per month, of which a portion was payable with the issuance of Class A Membership Interests during 2018. The Company did not issue any Class A Membership Interests to executives in 2019. In 2019, the three executives executed waiver letters, deferring any unpaid compensation per their Original Agreements until the later to occur of (1) the date upon which the Company has raised $2.5 million from equity/debt offerings and/or grants equal to $2.5 million, and (2) January 15, 2020. Accrued deferred compensation per their Original Agreements was recorded in the amount of $0 and $104,000 as of June 30, 2021 and December 31, 2020, respectively. In January 2020, the Company issued 312,680 Class A Membership Interests at $2.50 per unit to its three executives to settle unpaid year-end compensation for 2019 and a year-end bonus award, which was approved by the board of directors. The year-end bonus component was equal to 244,860 Class A Membership Interests. In January 2021, the Company issued 57,430 Class A Membership Interests to two of its executives to settle unpaid year-end bonus award and deferred compensation, which was approved by the board of directors. The year-end bonus component was equal to 38,353 Class A Membership Interests, which was included as accrued compensation. In January 2021, the Company also amended the employment agreements for the three executives. The Company’s board of directors also approved certain grants to members of management as a component of year-end compensation, authorizing the issuance of 1,540,000 Class B Membership Interests to its three executives, as well as 75,000 Class B Membership Interests which were granted to non-employee management team members. The Class B Membership Interests are profits interests with a defined exercise price of $3.25 per interest, the Company’s most recent financing offering price. In March 2021, the Company along with its three executives and non-employee management team agreed voluntarily to cancel the aforementioned equity grants. The Company granted options to purchase 770,000 shares of the Company’s common stock in June 2021 to the three-member management team in replacement of the cancelled year-end grants described above. The Company is currently managed by three executives, in each case pursuant to new employment agreements effective June 29, 2021. |
ISSUANCE OF EQUITY INTERESTS
ISSUANCE OF EQUITY INTERESTS | 6 Months Ended |
Jun. 30, 2021 | |
ISSUANCE OF EQUITY INTERESTS | |
ISSUANCE OF EQUITY INTERESTS | NOTE 6 – ISSUANCE OF EQUITY INTERESTS The Company consummated two private placement equity offerings in 2018 in a total of four closings. These offerings were consummated at $1.00 per share and $1.50 per share, respectively, and both included 50% warrant coverage. Thereafter, on March 29, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $2.00 per unit. Each unit is comprised of ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) one Class A Membership Interest and a warrant to purchase one On August 8, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $2.00 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 1,248,750 units, comprised of 1,248,750 Class A Membership Interests and warrants to purchase up to 624,375 additional Class A Membership Interests for gross proceeds of $2,497,500. Each warrant, exercisable for 10 years from August 8, 2019, has an exercise price of $2.00 per Class A Membership Interest. On October 18, 2019, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $2.00 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -half of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 483,501 units, comprised of 483,501 Class A Membership Interests and warrants to purchase up to 241,751 additional Class A Membership Interests for gross proceeds of $967,000. Each warrant, exercisable for 10 years from October 18, 2019, has an exercise price of $2.00 per Class A Membership Interest. On January 6, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests and warrants to purchase its Class A Membership Interests, at a purchase price of $2.50 per unit. Each unit is comprised of one Class A Membership Interest and a warrant to purchase one -fourth of the total Class A Membership Interests purchased. The Company issued and sold an aggregate of 182,002 units, comprised of 182,002 Class A Membership Interests and warrants to purchase up to 45,501 additional Class A Membership Interests for gross proceeds of $455,005. The proceeds were received in 2019 and were recorded as advanced receipts of equity subscriptions. Each warrant, exercisable for 10 years from January 6, 2020, has an exercise price of $2.50 per Class A Membership Interest. On July 20, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests at a purchase price of $3.25 per unit. The Company issued and sold an aggregate of 533,900 Class A Membership Interests for gross proceeds of $1,735,175. There were no warrants included in this private placement.. On October 16, 2020, the Company entered into a securities purchase agreement for the private placement of the Company’s Class A Membership Interests at a purchase price of $3.25 per unit. The Company issued and sold an aggregate of 705,727 Class A Membership Interests for gross proceeds of $2,293,613. There were no warrants included in this private placement. On June 23, 2021, Acurx Pharmaceuticals, LLC was converted into a corporation and renamed Acurx Pharmaceuticals, Inc. The Company’s certificate of incorporation authorized On June 29, 2021, the Company completed an IPO issuing 2,875,000 shares of common stock at a price of $6 per share, resulting in net proceeds of approximately $14.8 million, with issuance costs of approximately $2.4 million. The outstanding Class A and Class B Membership Interests were converted to shares of common stock using a ratio of 1 for 2 of the Membership Interests outstanding, resulting in the conversion of 14,082,318 Class A and Class B Membership Interests into 7,041,208 shares of common stock. Warrants to purchase Class A Membership Interests were converted to warrants to purchase common stock at the same ratio, resulting in 1,437,577 warrants to purchase common stock. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
SHARE-BASED COMPENSATION | |
SHARE-BASED COMPENSATION | ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) NOTE 7 – SHARE-BASED COMPENSATION While the Company was a limited liability company in its pre-IPO phase of corporate development, the Company granted performance-based awards of restricted Class A Membership Interests to board members and corporate advisory council members in exchange for services. All of these awards of membership interests became fully vested upon consummation of the Company’s corporate conversion from Delaware limited liability company to Delaware corporation immediately prior to the Company’s IPO, with the Company recognizing all previously unrecognized compensation expense. The fair value of the membership interests granted during 2020 and 2019 was equal to the per-membership interest value of the most recent private placement ($3.25 per membership interest and $2.50 per membership interest, respectively, with a weighted average of $2.14 per membership interest). Total share-based compensation expense has been recorded in the amount of $563,889 and $166,666 for the three months ended June 30, 2021 and 2020, respectively, and $755,556 and $333,333 for the six months ended June 30, 2021 and 2020, respectively. The following table summarizes the unvested Class A Membership Interests converted to common stock at a 1 Class A Membership Interests Converted to common stock 1 for 2 ratio Unvested at December 31, 2020 200,463 Vested (200,463) Unvested at June 30, 2021 — In April 2021, the board of directors approved the creation of the 2021 Equity Incentive Plan (the “Plan”). The Plan became effective as of the completion of the corporate conversion. The Plan reserves an aggregate of 2,000,000 common shares, subject to adjustments as provided in the Plan. The purpose of the Plan is to attract, retain and incentivize directors, officers, employees, and consultants. In June 2021, the Company granted stock options to purchase 807,500 common shares, to replace the Class B Membership Interests that were cancelled in March 2021. Compensation expense associated with these awards is recognized over the vesting period based on the fair value of the option at the grant date determined based on the Black-Scholes model. Option valuation models require the input of highly subjective assumptions including the expected price volatility. The Company’s employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value computation using the Black-Scholes methodology. Because there is no public market for the Company’s stock options and very little historical experience with the Company’s stock, similar public companies were used for the comparison of volatility and the dividend yield. The risk-free rate of return was derived from U.S Treasury notes with comparable maturities. The Company recorded general and administrative expense of $1,655,885 for the three and six months ended June 30, 2021. The Company determined the fair value of the option awards using the Black-Scholes option pricing model using the following weighted average assumptions: Three Months Ended June 30, 2021 Expected term 6.2 years Volatility 93 % Dividend yield — % Risk-free interest rate 1.08 % Weighted average grant date fair value $ 4.75 ACURX PHARMACEUTICALS, INC NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS (UNAUDITED) A summary of the Company’s stock option activity is as follows: Three Months Ended Weighted Average June 30, 2021 Excersice Price Outstanding at the beginning of the period — Granted 807,500 $ 6.26 Vested 345,500 $ 6.26 Forfeited — Outstanding and expected to vest 462,000 $ 6.26 The total compensation expense not yet recognized as of June 30, 2021 was $2,180,640. The weighted average vesting period for the unvested options is 3 years. The intrinsic value of the of the stock options as of June 30, 2021 was $0, with a weighted average contractual life of 10 years and an exercise price of $6.26. The Company records the impact of any forfeitures of options as they occur. |
SHARE-BASED PAYMENTS TO VENDORS
SHARE-BASED PAYMENTS TO VENDORS | 6 Months Ended |
Jun. 30, 2021 | |
SHARE-BASED PAYMENTS TO VENDORS | |
SHARE-BASED PAYMENTS TO VENDORS | NOTE 8 – SHARE-BASED PAYMENTS TO VENDORS While the Company was a limited liability company in its pre-IPO phase of corporate development, the Company granted Class A Membership Interests to certain vendors in the ordinary course of business in exchange for consulting services relating to research and development activities and investor relations. The Company granted 0 and 49,438 Class A Membership Interests for the three months ended June 30, 2021 and 2020, respectively, and 30,145 and 106,878 Class A Membership Interests for the six months ended June 30, 2021 and 2020, respectively. The fair value of the Class A Membership Interests granted was equal to the value of the most recent private placement, the fair value at grant date. The Company recognized the expense in the same period and in the same manner as if the Company had paid cash for the services. The Company recorded general and administrative expenses and research and development expenses for vendor equity grants in the amounts of $37,500 and $0 for the three months ended June 30, 2021 and $100,000 and $61,095 for the three months ended June 30, 2020, respectively, $151,375 and $21,596 for the six months ended June 30, 2021 and $200,000 and $142,196 for the six months ended June 30, 2020. In October 2019, the Company granted a total of 150,000 restricted Class A Membership Interests to three consultants for investor related consulting services performed in 2019 and for services which are ongoing. These Class A Membership Interests vest on the second anniversary of the grant date, and are subject to accelerated vesting provisions upon a change of control of the Company. The fair value of the Class A Membership Interests granted is equal to the value of the most recent private placement, the fair value at grant date. The Company is recognizing the expense on a straight-line basis over the vesting period. The Company recorded general and administrative expenses of $37,500 for each of the three months ended June 30, 2021 and 2020, and $75,000 for each of the six months ended June 30, 2021 and 2020 with an unrecognized expense of $50,000 at June 30, 2021. During 2020, the Company issued 10,077 warrants to an investment banker for services relating to the October 2020 private placement. Each warrant vested upon issuance is exercisable for 10 years from the date of issuance and has an exercise price of $3.25 per Class A Membership Interest. The Company used the Black Scholes model to calculate the value of the warrants. The inputs utilized in the calculation were as follows: ten-year term, 0.32% risk-free rate, stock price at grant date of $3.25, and a 94% volatility. The Company reduced the proceeds of the respective equity issuance by $23,177 relating to the warrant issuance. In the second quarter of 2021, the Company entered into a number of agreements with vendors pursuant to which the Company will make future grants of a total of 175,000 shares of common stock, 100,000 options and included cash payments in the amount of $343,500. These contracts have terms which range from six months to three years . The cash payments will be expensed over the service period and the equity component expensed consistent with the contractual vesting. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | NOTE 9 – NET LOSS PER SHARE Basic and diluted net loss per common share for the three months and six months ended June 30, 2021 was determined by dividing net loss by the weighted average common shares outstanding during the period. The Company’s potentially dilutive shares, which include 75,000 unvested common shares, and 1,588,477 warrants, and 807,500 stock options, have not been included in the computation of diluted net loss per share for all periods as the result would be antidilutive. The effects of this corporate conversion on the Company’s weighted average common shares outstanding and net loss per share have been reflected for all periods presented retroactively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS During 2020, the Company engaged a member of the Board of Directors to provide administrative services for a 12-month period for a total of $15,000. The Company paid and expensed $0 for these services for the three and six months ended June 30, 2021 and 2020, respectively, and will expense the balance of $7,500 during 2021 consistent with the services provided per the agreement. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2021 | |
RECENT ACCOUNTING PRONOUNCEMENTS | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires lessees to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than twelve (12) months. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will continue to primarily depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, ASU 2016-02 will require both types of leases to be recognized on the balance sheet. ASU 2016-02 also requires disclosures about the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2021, with early application permitted. We have evaluated the adoption of ASU 2016-02 and determined that the standard will not have an impact on the Company’s financial statements as the Company currently does not have any lease obligations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES In conjunction with the Asset purchase in February 2018, the Company is required to make certain milestone payments related to the ongoing development of ACX-362E totaling $700,000 in aggregate if certain milestones are achieved (which includes $50,000 already paid after the acquisition in February 2018). The Company is also obligated to make royalty payments equal to 4% of net sales of ACX-362E for a period of time equal to the last to expire of any applicable patents, as defined in the purchase agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 13 – SUBSEQUENT EVENTS In July 2021, the Company granted its three executives a total of 1,200,000 stock options in accordance with their employment agreements, as well as 50,000 stock options to each of the Company’s five independent board members. The options have vesting terms over a 36 month period. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed interim financial statements 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 Exchange Commission for interim reporting. In the opinion of management, these unaudited interim financial statements include all adjustments, consisting only of normal, recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows. The unaudited interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Management believes that the disclosures provided herein are adequate when these unaudited interim financial statements are read in conjunction with the audited financial statements and notes thereto as of December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting standards generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Federal Income Taxes | Federal Income Taxes The Company estimates an annual effective tax rate of 0% as the Company incurred losses for the six months ended June 30, 2021 and is forecasting additional losses through year-end, resulting in an estimated net loss for both financial statement and tax purposes. Therefore, no current federal or state income tax expense has been recorded in the financial statements. Based on the Company’s history of generating operating losses and its anticipation of operating losses for the foreseeable future, the Company has determined that it is more likely than not that the tax benefits from those net operating losses would not be realized and a full valuation allowance against all deferred tax assets has been recorded. Should the Company’s assessment change, tax benefits associated with the historic net operating loss carryforwards would be limited due to the ownership change. Prior to the Company’s corporate conversion in June 2021, the Company was organized as a limited liability company. As such, the Company was not a tax paying entity for federal income tax purposes and, therefore, no income tax expense has been recorded in the financial statements. Income or losses of the Company was passed through to the members for inclusion in their respective income tax returns. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash balance in one financial institution. The balance is insured up to the maximum allowable by the Federal Deposit Insurance Corporation (“FDIC”). The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant risk of loss on cash. At times, the cash balance may exceed the maximum insured limit of the FDIC. As of June 30, 2021, the Company had cash of $17.1 million in U.S. bank accounts which were not fully insured by the FDIC. |
Guaranteed Payments to Members | Guaranteed Payments to Members Prior to the corporate conversion, guaranteed payments to members of the Company that were designated to represent reasonable compensation for services rendered, were accounted for as Company expenses rather than an allocation of the Company’s net income. |
Research and Development | Research and Development In accordance with Accounting Standards Codification Topic No. 730, Accounting for Research and Development Costs, the Company expenses research and development costs when incurred. At times, the Company may make cash advances for future research and development services. These amounts are deferred and expensed in the period the service is provided. |
Share-Based Compensation | Share-Based Compensation The Company accounts for the cost of services performed by officers and directors received in exchange for an award of Company membership interests, common stock or stock options, based on the grant-date fair value of the award. The Company recognizes compensation expense based on the vesting period. |
Share-Based Payments to Vendors | Share-Based Payments to Vendors The Company accounts for the cost of services performed by vendors in exchange for an award of Company membership interests, common stock, or stock options, based on the grant-date fair value of the award or the fair value of the services rendered; whichever is more readily determinable. Such fair value is measured as of the date the services or the date performance by the other party is complete. The Company recognizes the expense in the same period and in the same manner as if the Company had paid cash for the services. |
Foreign Currency Transactions | Foreign Currency Transactions The financial statements are presented in in U.S. dollars (“USD”) the reporting currency of the Company. The Company may engage in transactions denominated in other foreign currencies. These transactions were translated to USD at rates which approximate those in effect on the transaction dates. Monetary assets and liabilities denominated in foreign currencies at year-end will be translated at exchange rates in effect as of those dates. Nonmonetary assets and liabilities are translated at appropriate historical rates. |
Major Vendor | Major Vendor The Company had a major vendor that accounted for approximately 49% of the research and development expenditures for the three months ended June 30, 2020, and 1% and 29% for the six-month period ended June 30, 2021 and 2020, respectively. The same vendor also accounted for approximately 6% of the total accounts payable and accrued expenses at December 31, 2020. Although there has been a pause in activity recently, the Company has maintained this vendor relationship and anticipates incurring significant expenses with this vendor over the next 12 months. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Summary of accounts payable and accrued expenses | June 30, 2021 December 31, 2020 Accrued compensation expenses $ 20,242 $ 317,068 Accrued research and development 51,246 89,156 Accrued professional fees 1,750,146 49,707 Other accounts payable and accrued expenses 97,005 — Total $ 1,918,639 $ 455,931 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
SHARE-BASED COMPENSATION | |
Schedule of unvested Class A membership interest converted to common stock and associated activity | The following table summarizes the unvested Class A Membership Interests converted to common stock at a 1 Class A Membership Interests Converted to common stock 1 for 2 ratio Unvested at December 31, 2020 200,463 Vested (200,463) Unvested at June 30, 2021 — |
Schedule of fair value of options using Black-Scholes option pricing model | Three Months Ended June 30, 2021 Expected term 6.2 years Volatility 93 % Dividend yield — % Risk-free interest rate 1.08 % Weighted average grant date fair value $ 4.75 |
Schedule of stock option activity | Three Months Ended Weighted Average June 30, 2021 Excersice Price Outstanding at the beginning of the period — Granted 807,500 $ 6.26 Vested 345,500 $ 6.26 Forfeited — Outstanding and expected to vest 462,000 $ 6.26 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - USD ($) | Jun. 29, 2021 | Feb. 28, 2018 | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 29, 2019 |
Nature of Operations [Line Item] | |||||
Stock Issued | 2,875,000 | ||||
Share price | $ 2 | ||||
Gross proceeds | $ 17,300,000 | $ 14,797,132 | |||
Cash | $ 17,095,596 | $ 3,175,411 | |||
IPO | |||||
Nature of Operations [Line Item] | |||||
Stock Issued | 2,875,000 | ||||
Share price | $ 6 | ||||
Gross proceeds | $ 14,800,000 | ||||
ACX362E | |||||
Nature of Operations [Line Item] | |||||
Achieve Milestone payment | $ 700,000 | ||||
Royalty payments | $ 50,000 | ||||
Percentage of royalty payments on net sales | 4.00% | ||||
ACX362E | Members' Equity, Class B | |||||
Nature of Operations [Line Item] | |||||
Cash paid | $ 110,174 | ||||
Granting (in shares) | 100,000 | ||||
Exercise price | $ 0.10 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Effective tax rate | 0.00% | |||
Current federal or state income tax expense | $ 0 | |||
Income tax expense | 0 | |||
Cash insured by Federal Deposit Insurance Corporation | $ 17,100,000 | $ 17,100,000 | ||
Percentage of major vendor research and development expenditures | 49.00% | 1.00% | 29.00% | |
Percentage of major vendor accounts payable and accrued expenses | 6.00% |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2021 | Dec. 31, 2020 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accrued compensation expenses | $ 20,242 | $ 317,068 |
Accrued research and development | 51,246 | 89,156 |
Accrued professional fees | 1,750,146 | 49,707 |
Other accounts payable and accrued expenses | 97,005 | |
Total | $ 1,918,639 | $ 455,931 |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (Details) | May 31, 2021USD ($) |
Paycheck Protection Program Loan | |
Short-term Debt [Line Items] | |
Principal Amount Outstanding on Loans Securitized or Asset-backed Financing Arrangement | $ 66,503 |
EXECUTIVE COMPENSATION (Details
EXECUTIVE COMPENSATION (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2021itemshares | Jan. 31, 2020$ / sharesshares | Jun. 30, 2021USD ($)item | Dec. 31, 2021shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | Mar. 29, 2019$ / shares | |
Number of executive receive compensation | item | 3 | |||||||
Increase in equity debt offerings | $ 2,500,000 | |||||||
Cash awards grant amount | 2,500,000 | |||||||
Accrued deferred compensation | $ 0 | $ 104,000 | ||||||
Share issued price per share | $ / shares | $ 2 | |||||||
Members' Equity, Class A | ||||||||
Number of executive receive compensation | item | 2 | |||||||
Base salary | $ 277,000 | |||||||
Labor and Related Expense | $ 0 | $ 7,500 | ||||||
Shares issued | shares | 57,430 | 312,680 | 244,860 | |||||
Share issued price per share | $ / shares | $ 2.50 | |||||||
Number of executives not received compensation | item | 2 | |||||||
Number of executives amended agreement | item | 3 | |||||||
Members' Equity, Class A | Subsequent Event | ||||||||
Shares issued | shares | 38,353 |
EXECUTIVE COMPENSATION - Additi
EXECUTIVE COMPENSATION - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021itemshares | Jun. 30, 2021shares | Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 31, 2019$ / shares | |
Granted | 807,500 | ||||
Profits interest exercise price | $ / shares | $ 3.25 | $ 3.25 | $ 2.50 | ||
Members' Equity, Class B | |||||
Granted | 1,540,000 | ||||
Number of executives pursuant to new employment | item | 3 | ||||
Members' Equity, Class B | Non-Employee | |||||
Granted | 75,000 | ||||
Members' Equity, Class B | Common Stock | |||||
Purchase to grants in options | 770,000 |
ISSUANCE OF EQUITY INTERESTS (D
ISSUANCE OF EQUITY INTERESTS (Details) - USD ($) | Jun. 29, 2021 | Oct. 16, 2020 | Jul. 20, 2020 | Jan. 06, 2020 | Oct. 18, 2019 | Aug. 08, 2019 | Mar. 29, 2019 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Jan. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||||||||||
Share issued price per share | $ 2 | ||||||||||||
Percentage of private placement offerings warrant coverage | 50.00% | ||||||||||||
Units Issued During Period Shares New Issues | 182,002 | 483,501 | 1,248,750 | 277,000 | |||||||||
Proceeds From Issuance Of Private Placement | $ 602,680 | ||||||||||||
Common stock, Authorized (in shares) | 200,000,000 | 200,000,000 | |||||||||||
Common stock, Outstanding (in shares) | 9,916,208 | 9,916,208 | |||||||||||
Stock Issued | 2,875,000 | ||||||||||||
Proceeds from Initial Public Offering, net of issuance costs | $ 17,300,000 | $ 14,797,132 | |||||||||||
Issuance cost | $ 51,409 | $ 2,452,868 | |||||||||||
Converted shares of common stock | 7,041,208 | ||||||||||||
Members' Equity, Class A | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Share issued price per share | $ 2.50 | ||||||||||||
Number of shares called by Warrant | 1 | ||||||||||||
Number of warrants | 0.5 | ||||||||||||
Units Issued During Period Shares New Issues | 277,000 | ||||||||||||
Proceeds From Issuance Of Private Placement | $ 554,000 | ||||||||||||
Exercise price | $ 2 | ||||||||||||
Warrant exercisable term | 10 years | ||||||||||||
Converted to shares of common stock | 0.5 | ||||||||||||
Converted shares of common stock | 13,982,318 | ||||||||||||
Warrants Converted to Purchase Common Stock | 1,437,577 | ||||||||||||
Members' Equity, Class A | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Units Issued During Period Shares New Issues | 138,500 | ||||||||||||
Members' Equity, Class B | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Converted to shares of common stock | 0.5 | ||||||||||||
Converted shares of common stock | 100,000 | ||||||||||||
Members' Equity, Class A and Class B | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Converted shares of common stock | 14,082,318 | ||||||||||||
Private Placement | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of warrants | 0 | 0 | |||||||||||
Private Placement | Members' Equity, Class A | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Share issued price per share | $ 3.25 | $ 3.25 | $ 2.50 | $ 2 | $ 2 | ||||||||
Number of shares called by Warrant | 1 | 1 | 1 | ||||||||||
Number of warrants | 0.25 | 0.5 | 0.5 | ||||||||||
Units Issued During Period Shares New Issues | 705,727 | 533,900 | 182,002 | 483,501 | 1,248,750 | ||||||||
Proceeds From Issuance Of Private Placement | $ 2,293,613 | $ 1,735,175 | $ 455,005 | $ 967,000 | $ 2,497,500 | ||||||||
Exercise price | $ 2.50 | $ 2 | $ 2 | ||||||||||
Warrant exercisable term | 10 years | 10 years | 10 years | ||||||||||
Private Placement | Members' Equity, Class A | Maximum | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Units Issued During Period Shares New Issues | 45,501 | 241,751 | 624,375 | ||||||||||
Private Placement One | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Share Price | $ 1 | ||||||||||||
Private Placement Two | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Share Price | $ 1.50 | ||||||||||||
IPO | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Share issued price per share | $ 6 | ||||||||||||
Stock Issued | 2,875,000 | ||||||||||||
Proceeds from Initial Public Offering, net of issuance costs | $ 14,800,000 | ||||||||||||
Issuance cost | $ 2,400,000 |
SHARE-BASED COMPENSATION - Unve
SHARE-BASED COMPENSATION - Unvested Class A membership interests conversion (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Conversion ratio | 0.5 |
Members' Equity, Class A | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at December 31, 2020 | 200,463 |
Vested | (200,463) |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Option pricing model (Details) | 3 Months Ended |
Jun. 30, 2021$ / shares | |
SHARE-BASED COMPENSATION | |
Expected term | 6 years 2 months 12 days |
Volatility | 93.00% |
Risk-free interest rate | 1.08% |
Weighted average grant date fair value | $ 4.75 |
SHARE-BASED COMPENSATION - Stoc
SHARE-BASED COMPENSATION - Stock option activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted | 807,500 | |
Vested | 345,500 | |
Outstanding at the end of the period | 462,000 | 462,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted Average Exercise price, granted | $ 6.26 | $ 6.26 |
Weighted Average Exercise price, Vested | 6.26 | |
Weighted Average Exercise price, Beginning of the period | $ 6.26 | $ 6.26 |
SHARE-BASED COMPENSATION - Addi
SHARE-BASED COMPENSATION - Additional information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Profits interest exercise price | $ 3.25 | $ 3.25 | $ 2.50 | |||||
Weighted average value of membership interests | $ 2.14 | $ 2.14 | ||||||
Share based compensation expense | $ 563,889 | $ 166,666 | $ 755,556 | $ 333,333 | ||||
Common stock shares reserved | 2,000,000 | |||||||
Stock options granted | 807,500 | |||||||
General and Administrative | $ 3,975,488 | 512,622 | 5,357,911 | 1,106,992 | ||||
Total compensation expense not yet recognized | $ 2,180,640 | 2,180,640 | $ 2,180,640 | |||||
Weighted average vesting period | 3 years | |||||||
Intrinsic value of stock option | 0 | $ 0 | $ 0 | |||||
Weighted average contractual life | 10 years | |||||||
Exercise price | $ 6.26 | $ 6.26 | ||||||
General and Administrative Expense | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation expense | $ 37,500 | $ 37,500 | $ 75,000 | $ 75,000 | ||||
Total compensation expense not yet recognized | $ 50,000 | 50,000 | 50,000 | |||||
Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share based compensation expense | 343,500 | |||||||
Stock options granted | 807,500 | |||||||
General and Administrative | $ 1,655,885 | $ 1,655,885 |
SHARE-BASED PAYMENTS TO VENDO_2
SHARE-BASED PAYMENTS TO VENDORS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Granted | 807,500 | ||||
General and Administrative | $ 3,975,488 | $ 512,622 | $ 5,357,911 | $ 1,106,992 | |
Research and Development | 95,074 | 400,738 | 186,981 | 1,085,469 | |
Share Based Payments To Vendor | |||||
General and Administrative | 37,500 | 100,000 | 151,375 | 200,000 | |
Research and Development | $ 0 | $ 61,095 | $ 21,596 | $ 142,196 | |
Members' Equity, Class A | |||||
Granted | 150,000 | 0 | 49,438 | 30,145 | 106,878 |
SHARE-BASED PAYMENTS TO VENDO_3
SHARE-BASED PAYMENTS TO VENDORS - Company Grants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Granted | 807,500 | ||||
Share based compensation expense | $ 563,889 | $ 166,666 | $ 755,556 | $ 333,333 | |
Total compensation expense not yet recognized | $ 2,180,640 | $ 2,180,640 | |||
Members' Equity, Class A | |||||
Granted | 150,000 | 0 | 49,438 | 30,145 | 106,878 |
General and Administrative Expense | |||||
Share based compensation expense | $ 37,500 | $ 37,500 | $ 75,000 | $ 75,000 | |
Total compensation expense not yet recognized | $ 50,000 | $ 50,000 |
SHARE-BASED PAYMENTS TO VENDO_4
SHARE-BASED PAYMENTS TO VENDORS - Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Oct. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Expected term | 6 years 2 months 12 days | ||
Risk-free interest rate | 1.08% | ||
Warrant | |||
Number of warrants issued (in shares) | 10,077 | ||
Warrant term | 10 years | ||
Exercise price of warrants | $ 3.25 | ||
Expected term | 10 years | ||
Risk-free interest rate | 0.32% | ||
Exercise price | $ 3.25 | ||
Volatility rate | 94.00% | ||
Issuance of warrants | $ 23,177 |
SHARE-BASED PAYMENTS TO VENDO_5
SHARE-BASED PAYMENTS TO VENDORS - Agreements with Vendors (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share based compensation expenses | $ 563,889 | $ 166,666 | $ 755,556 | $ 333,333 |
Weighted average contractual life | 10 years | |||
Minimum [Member] | ||||
Weighted average contractual life | 6 months | |||
Maximum | ||||
Weighted average contractual life | 3 years | |||
Stock Options | ||||
Available for grants | 100,000 | |||
Common Stock | ||||
Available for grants | 175,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) | 6 Months Ended |
Jun. 30, 2021shares | |
Warrant | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive shares | 1,588,477 |
Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive shares | 807,500 |
Unvested Common Shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Potentially dilutive shares | 75,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||||||
Related party expenses | $ 0 | $ 0 | $ 0 | $ 0 | $ 7,500 | $ 15,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - ACX362E | 1 Months Ended |
Feb. 28, 2018USD ($) | |
Product Liability Contingency [Line Items] | |
Achieve Milestone payment | $ 700,000 |
Royalty payments | $ 50,000 |
Percentage of royalty payments on net sales | 4.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | 1 Months Ended |
Jul. 31, 2021shares | |
Subsequent Event [Line Items] | |
Vesting term of options | 36 months |
Three Executives | |
Subsequent Event [Line Items] | |
Stock options | 1,200,000 |
Five Independent Board | |
Subsequent Event [Line Items] | |
Stock options | 50,000 |