Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 14, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41707 | |
Entity Registrant Name | Monogram Technologies Inc. | |
Entity Address, Address Line One | 3913 Todd Lane | |
Entity Address, City or Town | Austin | |
Entity Address State Or Province | TX | |
Entity Address, Postal Zip Code | 78744 | |
City Area Code | 512 | |
Local Phone Number | 399-2656 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | MGRM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 31,701,933 | |
Entity Central Index Key | 0001769759 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Tax Identification Number | 00-0000000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,306,069 | $ 13,589,028 |
Account receivable | 364,999 | |
Prepaid expenses and other current assets | 814,999 | 664,262 |
Total current assets | 8,121,068 | 14,618,289 |
Equipment, net of accumulated depreciation | 848,664 | 945,020 |
Intangible assets, net | 443,750 | 548,750 |
Operating lease right-of-use assets | 403,068 | 466,949 |
Total assets | 9,816,550 | 16,579,008 |
Current liabilities: | ||
Accounts payable | 1,668,043 | 2,462,268 |
Accrued liabilities | 677,356 | 227,684 |
Operating lease liabilities, current | 133,406 | 128,266 |
Total current liabilities | 2,478,805 | 2,818,218 |
Operating lease liabilities, non-current | 295,963 | 363,724 |
Total liabilities | 2,774,768 | 3,181,942 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $.001 par value; 90,000,000 shares authorized, 31,670,375 and 31,338,391 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 31,669 | 31,338 |
Additional paid-in capital | 65,562,938 | 64,874,392 |
Accumulated deficit | (58,552,825) | (51,508,664) |
Total stockholders' equity | 7,041,782 | 13,397,066 |
Total liabilities and stockholders' equity | $ 9,816,550 | $ 16,579,008 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
CONDENSED BALANCE SHEETS | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 31,670,375 | 31,338,391 |
Common stock, shares outstanding | 31,670,375 | 31,338,391 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
Research and development | $ 2,425,629 | $ 2,973,815 | $ 4,832,383 | $ 4,913,366 |
Marketing and advertising | 91,715 | 1,679,902 | 211,410 | 2,812,527 |
General and administrative | 1,116,179 | 1,084,485 | 2,199,890 | 1,908,404 |
Total operating expenses | 3,633,523 | 5,738,202 | 7,243,683 | 9,634,267 |
Loss from operations | (3,633,523) | (5,738,202) | (7,243,683) | (9,634,267) |
Other income: | ||||
Change in fair value of warrant liability | 439,611 | 442,134 | ||
Interest income and other, net | 96,066 | 61,710 | 199,522 | 96,530 |
Other income (expense) | 339 | 340 | ||
Total other income | 96,066 | 501,660 | 199,522 | 539,004 |
Net loss before taxes | (3,537,457) | (5,236,541) | (7,044,161) | (9,095,263) |
Net loss | $ (3,537,457) | $ (5,236,541) | $ (7,044,161) | $ (9,095,263) |
Basic loss per common share | $ (0.11) | $ (0.27) | $ (0.22) | $ (0.63) |
Diluted loss per common share | $ (0.11) | $ (0.27) | $ (0.22) | $ (0.63) |
Weighted-average number of basic shares outstanding | 31,559,892 | 19,271,521 | 31,597,148 | 14,472,695 |
Weighted-average number of diluted shares outstanding | 31,559,892 | 19,271,521 | 31,597,148 | 14,472,695 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) | Series A Preferred Stock Preferred Stock | Series B Preferred Stock Preferred Stock | Series C Preferred Stock Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | $ 41,894,417 | $ (37,763,447) | $ 4,149,176 |
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of Common Stock for cash, net of issuance costs | $ 21 | 147,021 | 147,042 | ||||
Issuance of Common Stock for cash, net of issuance costs (in shares) | 21,088 | ||||||
Stock-based compensation | 368,140 | 368,140 | |||||
Net Income (Loss) | (3,858,722) | (3,858,722) | |||||
Balance as of end at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 |
Balance as of end (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||
Balance as of beginning at Dec. 31, 2022 | $ 4,898 | $ 3,196 | $ 438 | $ 9,674 | 41,894,417 | (37,763,447) | 4,149,176 |
Balance as of beginning (in shares) at Dec. 31, 2022 | 4,897,553 | 3,195,599 | 438,367 | 9,673,870 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income (Loss) | (9,095,263) | ||||||
Balance as of end at Jun. 30, 2023 | $ 29,253 | 59,027,867 | (46,858,710) | 12,198,410 | |||
Balance as of end (in shares) at Jun. 30, 2023 | 29,253,251 | ||||||
Balance as of beginning at Mar. 31, 2023 | $ 4,898 | $ 3,196 | $ 459 | $ 9,674 | 42,409,578 | (41,622,169) | 805,636 |
Balance as of beginning (in shares) at Mar. 31, 2023 | 4,897,553 | 3,195,599 | 459,455 | 9,673,870 | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Conversions of preferred stock into common stock | $ (4,898) | $ (3,196) | $ (459) | $ 17,105 | (8,522) | ||
Conversions of preferred stock into common stock (in shares) | (4,897,553) | (3,195,599) | (459,455) | 17,105,214 | |||
Issuance of Common Stock for cash, net of issuance costs | $ 2,375 | 15,285,486 | 15,287,860 | ||||
Issuance of Common Stock for cash, net of issuance costs (in shares) | 2,374,641 | ||||||
Issuance of Common Stock upon cashless warrant exercise | $ 79 | 926,256 | 926,335 | ||||
Issuance of Common Stock upon cashless warrant exercise (in shares) | 78,837 | ||||||
Issuance of restricted Common Stock for services | $ 21 | 24,979 | 25,000 | ||||
Issuance of restricted Common Stock for services (in shares) | 20,689 | ||||||
Stock-based compensation | 390,120 | 390,120 | |||||
Net Income (Loss) | (5,236,541) | (5,236,541) | |||||
Balance as of end at Jun. 30, 2023 | $ 29,253 | 59,027,867 | (46,858,710) | 12,198,410 | |||
Balance as of end (in shares) at Jun. 30, 2023 | 29,253,251 | ||||||
Balance as of beginning at Dec. 31, 2023 | $ 31,338 | 64,874,392 | (51,508,664) | 13,397,066 | |||
Balance as of beginning (in shares) at Dec. 31, 2023 | 31,338,391 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Vesting of Common Stock from services performed | 37,500 | 37,500 | |||||
Issuance of Common Stock for cash, net of issuance costs | $ 49 | 4,696 | 4,746 | ||||
Issuance of Common Stock for cash, net of issuance costs (in shares) | 49,146 | ||||||
Issuance of Common Stock upon cashless warrant exercise | $ 246 | (246) | |||||
Issuance of Common Stock upon cashless warrant exercise (in shares) | 246,458 | ||||||
Stock-based compensation | 294,899 | 294,899 | |||||
Net Income (Loss) | (3,506,704) | (3,506,704) | |||||
Balance as of end at Mar. 31, 2024 | $ 31,633 | 65,211,241 | (55,015,368) | 10,227,507 | |||
Balance as of end (in shares) at Mar. 31, 2024 | 31,633,995 | ||||||
Balance as of beginning at Dec. 31, 2023 | $ 31,338 | 64,874,392 | (51,508,664) | 13,397,066 | |||
Balance as of beginning (in shares) at Dec. 31, 2023 | 31,338,391 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net Income (Loss) | (7,044,161) | ||||||
Balance as of end at Jun. 30, 2024 | $ 31,669 | 65,562,938 | (58,552,825) | 7,041,782 | |||
Balance as of end (in shares) at Jun. 30, 2024 | 31,670,375 | ||||||
Balance as of beginning at Mar. 31, 2024 | $ 31,633 | 65,211,241 | (55,015,368) | 10,227,507 | |||
Balance as of beginning (in shares) at Mar. 31, 2024 | 31,633,995 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||
Vesting of Common Stock from services performed | 12,500 | 12,500 | |||||
Issuance of Common Stock for cash, net of issuance costs | $ 36 | 55,603 | 55,639 | ||||
Issuance of Common Stock for cash, net of issuance costs (in shares) | 36,380 | ||||||
Stock-based compensation | 283,594 | 283,594 | |||||
Net Income (Loss) | (3,537,457) | (3,537,457) | |||||
Balance as of end at Jun. 30, 2024 | $ 31,669 | $ 65,562,938 | $ (58,552,825) | $ 7,041,782 | |||
Balance as of end (in shares) at Jun. 30, 2024 | 31,670,375 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net loss | $ (7,044,161) | $ (9,095,263) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 578,493 | 783,260 |
Other expenses settled with stock issuances | 50,000 | |
Loss from change in fair value of common stock make-whole obligation | 58,375 | |
Depreciation and amortization | 212,744 | 204,186 |
Change in fair value of warrant liability | (442,134) | |
Changes in non-cash working capital balances: | ||
Account receivable | 364,999 | |
Other current assets | (296,693) | (621,080) |
Accounts payable | (794,225) | 792,062 |
Accrued liabilities | 391,297 | (393,632) |
Operating lease assets and liabilities, net | 1,260 | 4,137 |
Cash used in operating activities | (6,477,911) | (8,768,464) |
Investing activities: | ||
Purchases of equipment | (11,389) | (37,409) |
Cash used in investing activities | (11,389) | (37,409) |
Financing activities: | ||
Proceeds from issuances of Common Stock, net of cash costs | 206,341 | 15,287,860 |
Proceeds from issuances of Series C Preferred Stock, net | 147,042 | |
Cash provided by financing activities | 206,341 | 15,434,902 |
Increase (decrease) in cash and cash equivalents during the period | (6,282,959) | 6,629,030 |
Cash and cash equivalents, beginning of the period | 13,589,028 | 10,468,645 |
Cash and cash equivalents, end of the period | 7,306,069 | 17,097,675 |
Noncash investing and financing activities: | ||
Amortization of deferred issuance costs of Common Stock Purchase Agreement | 145,956 | |
Cashless exercise of warrant | $ 246 | $ 926,335 |
Description of Business and Sum
Description of Business and Summary of Accounting Principles | 6 Months Ended |
Jun. 30, 2024 | |
Description of Business and Summary of Accounting Principles | |
Description of Business and Summary of Accounting Principles | 1. Description of Business and Summary of Accounting Principles Monogram Technologies Inc. (“Monogram” or the “Company”), was incorporated in the state of Delaware on April 21, 2016. On May 15, 2024, the Company changed its name from “Monogram Orthopaedics Inc.” to “Monogram Technologies Inc.”. Monogram is an AI-driven robotics company focused on improving human health, with an initial focus on orthopedic surgery. The Company is developing a product solution architecture to enable patient-optimized orthopedic implants at scale by combining 3D printing, advanced machine vision, AI and next-generation robotics. Monogram’s mBôs precision robotic surgical system is designed to autonomously execute optimized paths for high-precision insertion of its FDA-cleared mPress press-fit implants. The goal is well balanced better-fitting bone sparing knee replacements. The Company initially intends to produce and market robotic surgical equipment and related software, orthopedic implants, tissue ablation tools, navigation consumables, and other miscellaneous instrumentation necessary for reconstructive joint replacement procedures. Other clinical and commercial applications for the mBôs with mVision navigation are also being explored. Monogram has obtained FDA clearance for mPress implants. Monogram currently plans to apply for 510(k) clearance for its robotic products in the second half of 2024. The Company is required to obtain FDA clearance before it can market its products. Monogram cannot estimate the timing or assure the ability to obtain such clearances. The Company believes that its mBôs precision robotic surgical assistants, which combine AI and novel navigation methods (mVision), will enable more personalized knee implants for patients, resulting in well balanced better-fitting knee replacements with bone sparing implants. Monogram anticipates that there may be other clinical and commercial applications for its navigated mBôs precision robot and mVision navigation. Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts from previous reporting periods have been reclassified to conform with the current period presentation. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss during the six months ended June 30, 2024 of $7,044,161 and has an accumulated deficit of $58,552,825 as of June 30, 2024. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement described in Note 4 and the Series D Preferred Stock and at the market Common Stock offerings described in Note 8, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2024 and 2023, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: Six months ended June 30, 2024 2023 Shares issuable upon exercise of warrants — 2,373,348 Shares issuable upon exercise of stock options 4,897,078 4,881,491 Total 4,897,078 7,254,839 Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2024 | |
Other Current Assets | |
Other Current Assets | 2. Other Current Assets Other current assets consist of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Inventory $ 297,710 $ 4,550 Deferred issuance costs of active stock offerings 134,193 145,956 Other prepaid expense 372,043 349,323 Other 11,053 164,433 Prepaid expenses and other current assets $ 814,999 $ 664,262 3. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities | |
Accrued Liabilities | 3. Accrued Liabilities Other current liabilities consist of the following as of June 30, 2024 and December 31, 2023: June 30, December 31, 2024 2023 Payroll liabilities $ 448,455 $ 141,131 Common stock purchase liability 102,708 44,333 Consulting fees 30,625 5,500 Other liabilities 95,567 36,720 Other current liabilities $ 677,356 $ 227,684 |
Preferred and Common Stock
Preferred and Common Stock | 6 Months Ended |
Jun. 30, 2024 | |
Preferred and Common Stock | |
Preferred and Common Stock | 4. Preferred and Common Stock Common Stock Purchase Agreement On July 19, 2023, the Company entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) and a Registration Rights Agreement with B. Riley Principal Capital, II LLC (the “BRPC II”), pursuant to which the registrant has the right to sell to BRPC II up to $20.0 million in shares of Common Stock (the “Committed Equity Shares”), subject to certain limitations and the satisfaction of specified conditions in the Common Stock Purchase Agreement, from time to time over the 24-month period commencing upon the initial satisfaction of the conditions to the BRPC II’s purchase obligations set forth in the Common Stock Purchase Agreement. Sales of Common Stock pursuant to the Common Stock Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and it is under no obligation to sell any securities to BRPC II. As of June 30, 2024, the Company had raised gross proceeds of $961,245 from the sale of 292,726 shares under the Common Stock Purchase Agreement. As consideration for BRPC II’s commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, upon execution of the Purchase Agreement, the Company issued 45,252 shares of Common Stock to BRPC II (the “Commitment Shares”). Under the terms of the Common Stock Purchase Agreement, if the aggregate proceeds received by BPRC II from its resale of the Commitment Shares is less than $200,000 then, upon notice by BRPC II, the Company must pay the difference between $200,000 and the aggregate proceeds received by BPRC II from its resale of the Commitment Shares. At June 30, 2024, the market value of the Commitment Shares was $97,292. Therefore, the Company’s make-whole obligation was $102,708 and this amount was recorded as a component of accrued expenses in the accompanying balance sheet. During the six months ended June 30, 2024, the $58,375 increase in the fair value of the Company’s make-whole obligation was recorded as a component of interest income and other, net, in the accompanying statement of operations. Series A, Series B, and Series C Preferred Stock On May 17, 2023, the Company filed a Form 8-A in connection with the listing of its Common Stock on Nasdaq, which was declared effective on the same date. At that time, each outstanding share of Series A, Series B, and Series C Preferred Stock was converted into two shares of Common Stock of the Company. At June 30, 2024, the Company had no shares of Series A, Series B Series C Anti-Dilution Right of CEO Benjamin Sexson, the Company’s Chief Executive Officer (“CEO”), is entitled to pre-emptive rights that permit him to preserve his vested equity position in the Company in the event of any additional issuances of Common Stock (or securities convertible into Common Stock), at a per-share price equal to the then current fair value, as reasonably determined by the Board. |
Stock Warrant
Stock Warrant | 6 Months Ended |
Jun. 30, 2024 | |
Stock Warrants | |
Stock Warrants | 5. Stock Warrant In February 2019, the Company entered into a warrant agreement that provided the holder with the right to acquire $1,000,000 worth of shares of the Company’s capital stock upon the occurrence of the Company raising $5,000,000 in an equity financing. At December 31, 2023, this warrant was exercisable into 547,944 shares of Common Stock at a price of $1.83 per share. In two transactions during January and February 2024, this warrant was exercised by the holder in a cashless exercise under which the Company issued the holder a total of 246,458 shares of Common Stock and retained the remaining shares as settlement of the $1.83 per share exercise price of the warrant. |
Stock Options
Stock Options | 6 Months Ended |
Jun. 30, 2024 | |
Stock Options | |
Stock Options | 6. Stock Options The Company has adopted a stock option plan covering the issuance of up to 5,200,000 shares of Common Stock to qualified individuals. Options granted under this plan vest over four years and expire ten years from the date of the grant. The following table summarizes stock option activity for the six months ended June 30, 2024: Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2024 4,904,266 $ 1.93 7.50 Granted 61,500 3.12 — Exercised — — — Canceled (68,688) 2.41 — Options outstanding as of June 30, 2024 4,897,078 $ 1.94 6.96 Options exercisable as of June 30, 2024 2,927,451 $ 1.75 6.25 Stock-based compensation expense resulting from granted stock options was $578,493 and $758,260 for the six months ended June 30, 2024 and 2023, respectively. Unrecognized stock-based compensation expense related to stock options of $5,081,900 at June 30, 2024 will be recognized in future periods as the related stock options continue to vest over a weighted-average period of 2.89 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 7. Commitments and Contingencies Under the Company’s Exclusive License Agreement with the Icahn School of Medicine at Mount Sinai (“Mt. Sinai”), the Company has an obligation to make certain payments to Mt. Sinai as a result of reaching certain milestones in the development and sales of the product, and for significant events related to the Company. The Company is currently in discussions with Mt. Sinai as to whether the Company becoming publicly traded on Nasdaq without undertaking a traditional initial public offering constitutes a “Significant Transaction” under the licensing agreement. Under the licensing agreement, if at the time of completion of a “Significant Transaction” the Company has a valuation greater than $150,000,000, Mount Sinai will receive 1% of the fair market value of Company at the time of completion of the Significant Transaction. It is the Company’s position that no Significant Transaction has occurred - but there is no guarantee the Company and Mount Sinai will come to a consensus on this point. If we cannot come to an agreement with Mount Sinai on this point, we may be forced into litigation - and even if we pursue litigation, it is possible that a court would not rule in our favor. If the Company is required to pay this amount, it could have a material adverse effect on the Company’s operations. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events | |
Subsequent Events | 8. Subsequent Events The Company evaluated subsequent events through August 15, 2024, the date these unaudited financial statements were issued, for events that should be recorded or disclosed in the financial statements as of June 30, 2024. Other than those noted below, the Company concluded that no other events have occurred that would require recognition or disclosure in the unaudited financial statements. Series D Preferred Stock Offering On July 9, 2024, the Company commenced an offering of up to a 4,444,445 units at a price per unit of $2.25. Each unit consists of one share of Series D Preferred Stock and a warrant to purchase one share of Common Stock at an exercise price of $3.375 per share. The warrants are exercisable at any time beginning after 180 days from the date of the prospectus supplement through and including July 8, 2025, unless earlier redeemed. As of August 13, 2024, the Company had sold 360,960 units, for total gross proceeds of $812,160 from the Series D Preferred Stock Offering. The Company has not received proceeds from the exercise of the Common Stock Purchase Warrants. Holders of Series D Preferred Stock will be entitled to receive cumulative quarterly dividends, when and as declared by the Company’s Board of Directors, at a rate of 8.0% of the $2.25 liquidation preference per share. Dividends, at the Company’s discretion, may be paid in cash or in kind in the form of Common Stock. Upon a liquidation, dissolution, or winding up of the Company, holders of Series D Preferred Stock will be entitled to receive a per share liquidation preference of $2.25 plus an amount equal to any accrued but unpaid dividends (whether or not declared). Each share of Series D Preferred Stock will be optionally convertible, at any time, into one share of Common Stock. Each share of Series D Preferred Stock will be mandatorily convertible into one share of Common Stock upon the occurrence of a change in control of the Company, 10 consecutive trading days of the Company’s Common Stock closing pricing being at or above $2.8125 per share, or the Company’s consummation of a firm commitment public offering of Common Stock for gross proceeds of at least $15 million at an offering price per share equal to or greater than $3.375. Up to and including the 180th day from final closing, the Company will have the option to redeem the Series D Preferred Stock, in whole or in part, by paying a redemption price of $4.50 per share, plus any accrued and unpaid dividends to the date of redemption. Beginning on the 181st day after the final closing and until the third anniversary of the final closing the redemption price shall decrease to $3.9375, plus any accrued and unpaid dividends to the date of redemption. From and after the third anniversary of the final closing, the redemption price shall be equal to 150% of the $2.25 unit offering price (i.e., $3.375 per share), plus any accrued and unpaid dividends to the date of redemption. Holders of the Series D Preferred Stock generally will have no voting rights. However, if the Company does not pay dividends on any outstanding shares of Series D Preferred Stock for six or more quarterly dividend periods (whether or not declared or consecutive), holders of the Series D Preferred Stock (voting separately as a class with all other outstanding series of preferred stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect two additional directors to the Board of Directors to serve until all unpaid dividends have been fully paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of the Series D Preferred Stock cannot be made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred Stock, voting as a separate class. At the Market Common Stock Offering On July 22, 2024, the Company entered into an agreement with B. Riley Securities, Inc. (the “Agent”) under which the Company may, from time to time, offer and sell shares of Common Stock through or to the Agent having an aggregate gross proceeds of up to $25,000,000. Each time the Company wishes to issue and sell common stock under the agreement, the Company will notify the Agent of the number or dollar value of shares to be issued, the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day, any minimum price below which sales may not be made and other sales parameters deemed appropriate. Once the Company has so instructed the Agent, unless the Agent declines to accept the terms of the notice, the Agent has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms. The Agent will be entitled to compensation at a fixed commission rate of up to 3.0% of the gross sales price per share sold. As of August 13, 2024, the Company had sold 31,558 shares of Common Stock for total gross proceeds of $82,378.21 in the At The Market Common Stock Offering. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (3,537,457) | $ (3,506,704) | $ (5,236,541) | $ (3,858,722) | $ (7,044,161) | $ (9,095,263) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business and S_2
Description of Business and Summary of Accounting Principles (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Description of Business and Summary of Accounting Principles | |
Basis of Presentation | Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America and are consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2023. Certain amounts from previous reporting periods have been reclassified to conform with the current period presentation. As permitted by SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted. In the opinion of management, all normal and recurring adjustments considered necessary for the fair presentation of the financial statements have been included. Revenues, expenses, assets, and liabilities can vary during each quarter of the year, therefore, the results and trends in these interim financial statements may not be representative of those for the full year. The information included in this Form 10-Q should be read in conjunction with the financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Going Concern | Going Concern The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is a business that has not yet generated profits, incurred a net loss during the six months ended June 30, 2024 of $7,044,161 and has an accumulated deficit of $58,552,825 as of June 30, 2024. The Company’s ability to continue as a going concern in the next twelve months following the date the unaudited financial statements were available to be issued is dependent upon its ability to produce revenues, raise capital, and/or obtain other financing sufficient to meet current and future obligations. Management has evaluated these conditions and believes its current cash balances, plus the additional capital available under the Common Stock Purchase Agreement described in Note 4 and the Series D Preferred Stock and at the market Common Stock offerings described in Note 8, will be sufficient for the Company to satisfy its near-term capital needs and to continue as a going concern for a reasonable period. |
Use of Estimates | Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s most significant estimates relate to the fair value of the warrant liability, valuations of stock-based compensation, and the income tax valuation allowance. On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Earnings (loss) per share is computed by dividing net income or loss by the weighted-average number of common stock shares outstanding. To the extent that stock options, warrants, and convertible preferred stock are anti-dilutive, they are excluded from the calculation of diluted earnings (loss) per share. For the three and six months ended June 30, 2024 and 2023, the Company excluded the following shares from the calculation of diluted loss per share because such amounts were antidilutive: Six months ended June 30, 2024 2023 Shares issuable upon exercise of warrants — 2,373,348 Shares issuable upon exercise of stock options 4,897,078 4,881,491 Total 4,897,078 7,254,839 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. |
Description of Business and S_3
Description of Business and Summary of Accounting Principles (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Description of Business and Summary of Accounting Principles | |
Schedule of shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | Six months ended June 30, 2024 2023 Shares issuable upon exercise of warrants — 2,373,348 Shares issuable upon exercise of stock options 4,897,078 4,881,491 Total 4,897,078 7,254,839 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Current Assets | |
Schedule of components of other current assets | June 30, December 31, 2024 2023 Inventory $ 297,710 $ 4,550 Deferred issuance costs of active stock offerings 134,193 145,956 Other prepaid expense 372,043 349,323 Other 11,053 164,433 Prepaid expenses and other current assets $ 814,999 $ 664,262 3. |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accrued Liabilities | |
Schedule of other current liabilities | June 30, December 31, 2024 2023 Payroll liabilities $ 448,455 $ 141,131 Common stock purchase liability 102,708 44,333 Consulting fees 30,625 5,500 Other liabilities 95,567 36,720 Other current liabilities $ 677,356 $ 227,684 |
Stock Options (Tables)
Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stock Options | |
Summary of stock option activity | Option Weighted-Average Weighted-Average Number of Exercise Remaining Shares Price Per Share Contractual Term Options outstanding as of January 1, 2024 4,904,266 $ 1.93 7.50 Granted 61,500 3.12 — Exercised — — — Canceled (68,688) 2.41 — Options outstanding as of June 30, 2024 4,897,078 $ 1.94 6.96 Options exercisable as of June 30, 2024 2,927,451 $ 1.75 6.25 |
Description of Business and S_4
Description of Business and Summary of Accounting Principles (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Description of Business and Summary of Accounting Principles | |||
Net loss | $ (7,044,161) | $ (9,095,263) | |
Accumulated deficit | $ (58,552,825) | $ (51,508,664) |
Description of Business and S_5
Description of Business and Summary of Accounting Principles - Antidilutive shares (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,897,078 | 7,254,839 |
Shares issuable upon exercise of warrants | ||
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 2,373,348 | |
Employee Stock Option | ||
Antidilutive shares | ||
Shares excluded from the calculation of diluted loss per share because such amounts were antidilutive | 4,897,078 | 4,881,491 |
Other Current Assets - Componen
Other Current Assets - Components of other current assets (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Other Current Assets | ||
Inventory | $ 297,710 | $ 4,550 |
Deferred issuance costs | 134,193 | 145,956 |
Other prepaid expenses | 372,043 | 349,323 |
Others | 11,053 | 164,433 |
Prepaid expenses and other current assets | $ 814,999 | $ 664,262 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Accrued Liabilities | ||
Payroll liabilities | $ 448,455 | $ 141,131 |
Common stock purchase liability | 102,708 | 44,333 |
Consulting fees | 30,625 | 5,500 |
Other liabilities | 95,567 | 36,720 |
Other current liabilities | $ 677,356 | $ 227,684 |
Preferred and Common Stock (Det
Preferred and Common Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jul. 19, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | May 17, 2023 | |
Preferred and Common Stock | |||||
Proceeds from issuance of Common Stock | $ 206,341 | $ 15,287,860 | |||
Loss from change in fair value of common stock make-whole obligation | 58,375 | ||||
Committed Equity Shares | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II | |||||
Preferred and Common Stock | |||||
Proceeds from issuance of Common Stock | $ 961,245 | ||||
Issuance of common stock | 45,252 | 292,726 | |||
Shares agreed to sell | 20,000,000 | ||||
Period commencing upon the initial satisfaction of the conditions | 24 months | ||||
Minimum aggregate proceeds to be received on resale of shares | $ 200,000 | ||||
Fair market value of shares | $ 97,292 | $ 97,292 | |||
Market whole obligation payable | 102,708 | $ 102,708 | |||
Loss from change in fair value of common stock make-whole obligation | $ 58,375 | ||||
Committed Equity Shares | Minimum | Common Stock Purchase Agreement and Registration Rights Agreement | BRPC II | |||||
Preferred and Common Stock | |||||
Minimum aggregate proceeds to be received on resale of shares | $ 200,000 | ||||
Series A Preferred Stock | |||||
Preferred and Common Stock | |||||
Preferred stock, shares outstanding | 0 | 0 | |||
Series B Preferred Stock | |||||
Preferred and Common Stock | |||||
Preferred stock, shares outstanding | 0 | 0 | |||
Series C Preferred Stock | |||||
Preferred and Common Stock | |||||
Preferred stock, shares outstanding | 0 | 0 | |||
Number of common stock that each share of preferred stock may be converted into | 2 |
Stock Warrant (Details)
Stock Warrant (Details) - USD ($) | 1 Months Ended | |||
Feb. 29, 2024 | Jan. 31, 2024 | Feb. 28, 2019 | Dec. 31, 2023 | |
Stock Warrants | ||||
Exercises of stock warrants (in shares) | 246,458 | 246,458 | ||
Exercise price of warrants | $ 1.83 | $ 1.83 | ||
February 2019 warrants | ||||
Stock Warrants | ||||
Value of capital stock shares called by warrants | $ 1,000,000 | |||
Threshold proceeds from equity financing for exercise of warrants | $ 5,000,000 | |||
February 2019 warrants | Series A Preferred Stock | ||||
Stock Warrants | ||||
Number of shares called by warrants | 547,944 | |||
Exercise price of warrants | $ 1.83 |
Stock Options (Details)
Stock Options (Details) | 6 Months Ended |
Jun. 30, 2024 shares | |
Stock Options | |
Number of shares authorized | 5,200,000 |
Vesting term | 4 years |
Expiration term | 10 years |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Option Number of Shares | ||
Options outstanding as of beginning | 4,904,266 | |
Granted | 61,500 | |
Canceled | (68,688) | |
Options outstanding as of end | 4,897,078 | 4,904,266 |
Options exercisable as of end | 2,927,451 | |
Weighted-Average Exercise Price Per Share | ||
Options outstanding as of beginning (in shares) | $ 1.93 | |
Granted (in shares) | 3.12 | |
Canceled (in shares) | 2.41 | |
Options outstanding as of end (in shares) | 1.94 | $ 1.93 |
Options exercisable as of end (in shares) | $ 1.75 | |
Weighted-Average Remaining Contractual Term | ||
Weighted-Average Remaining Contractual Term | 6 years 11 months 15 days | 7 years 6 months |
Weighted-Average Exercisable Remaining Contractual Term | 6 years 3 months |
Stock Options - Additional info
Stock Options - Additional information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Options | ||
Unrecognized stock-based compensation expense | $ 5,081,900 | |
Weighted average period | 2 years 10 months 20 days | |
Stock option | ||
Stock Options | ||
Stock-based compensation expense | $ 578,493 | $ 758,260 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - License Agreement Terms [Member] | Oct. 03, 2017 USD ($) |
Other Commitments [Line Items] | |
Payments for milestones achieved | $ 150,000,000 |
Percentage of obligation to pay for milestones achieved | 1% |
Subsequent Events (Details)
Subsequent Events (Details) | 3 Months Ended | 6 Months Ended | ||||||||
Aug. 13, 2024 USD ($) shares | Jul. 22, 2024 USD ($) | Jul. 09, 2024 USD ($) director D $ / shares shares | Jun. 30, 2024 shares | Mar. 31, 2024 shares | Jun. 30, 2023 shares | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Feb. 29, 2024 $ / shares | Jan. 31, 2024 $ / shares | |
Subsequent Events | ||||||||||
Exercise price of warrants | $ 1.83 | $ 1.83 | ||||||||
Proceeds from issuances of Series C Preferred Stock, net | $ | $ 147,042 | |||||||||
Proceeds from issuance of Common Stock | $ | $ 206,341 | $ 15,287,860 | ||||||||
Common Stock | ||||||||||
Subsequent Events | ||||||||||
Issuance of common stock | shares | 36,380 | 49,146 | 2,374,641 | |||||||
Subsequent Events | Series D Preferred Stock Offering | ||||||||||
Subsequent Events | ||||||||||
Offering price per share | $ 2.25 | |||||||||
Number of shares per warrant | shares | 1 | |||||||||
Exercise price of warrants | $ 3.375 | |||||||||
Number of days warrants exercisable | D | 180 | |||||||||
Number of additional directors to be elected by preferred shareholders | director | 2 | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Redemption price up to 180th day | ||||||||||
Subsequent Events | ||||||||||
Redemption price per share | $ 4.50 | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Redemption price after 180th day until third anniversary | ||||||||||
Subsequent Events | ||||||||||
Redemption price per share | 3.9375 | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Redemption price from and after third anniversary | ||||||||||
Subsequent Events | ||||||||||
Redemption price per share | $ 3.375 | |||||||||
Redemption price in percentage | 150% | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Series D Preferred Stock | ||||||||||
Subsequent Events | ||||||||||
Number of shares issued per unit | shares | 1 | |||||||||
Dividend rate (in percent) | 8% | |||||||||
Liquidating preference per share | $ 2.25 | |||||||||
Convertible share into one share of common stock | shares | 1 | |||||||||
Number of common stock converted that each share of preferred stock | shares | 1 | |||||||||
Conversion of preferred stock, share price test, number of consecutive trading days price must remain above target price | director | 10 | |||||||||
Threshold share price to be maintained in the consecutive trading days for conversion of preferred stock | $ 2.8125 | |||||||||
Gross proceeds of offering | $ | $ 15,000,000 | |||||||||
Issuance of common stock | shares | 360,960 | |||||||||
Proceeds from issuances of Series C Preferred Stock, net | $ | $ 812,160 | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Minimum | Series D Preferred Stock | ||||||||||
Subsequent Events | ||||||||||
Redemption price per share | $ 3.375 | |||||||||
Subsequent Events | Series D Preferred Stock Offering | Maximum | ||||||||||
Subsequent Events | ||||||||||
Units available for stock offering | shares | 4,444,445 | |||||||||
Subsequent Events | At the Market Common Stock Offering | Maximum | ||||||||||
Subsequent Events | ||||||||||
Aggregate gross proceeds | $ | $ 25,000,000 | |||||||||
Agent commission, percentage over gross sales price | 3% | |||||||||
Subsequent Events | At the Market Common Stock Offering | Common Stock | ||||||||||
Subsequent Events | ||||||||||
Issuance of common stock | shares | 31,558 | |||||||||
Proceeds from issuance of Common Stock | $ | $ 82,378.21 |