Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Mar. 15, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Entity Registrant Name | Scopus BioPharma Inc. | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | SCPS | |
Security Exchange Name | NASDAQ | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Public Float | $ 119.6 | |
Entity Common Stock, Shares Outstanding | 15,727,597 | |
Entity Central Index Key | 0001772028 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 1,832,100 | $ 36,747 |
Deferred offering costs | 627,016 | |
Prepaid expenses and other current assets | 139,639 | 104,260 |
Total current assets | 1,971,739 | 768,023 |
Property and equipment, net | 2,329 | 3,659 |
Total assets | 1,974,068 | 771,682 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,521,565 | 854,541 |
Convertible notes payable, net | 2,283,731 | |
Total current liabilities | 3,805,296 | 854,541 |
COMMITMENTS AND CONTINGENCIES (NOTE 8) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value; 20,000,000 shares authorized; zero shares issued and outstanding | ||
Common stock, $0.001 par value; 50,000,000 shares authorized; 14,577,597 and 12,509,024 shares issued and outstanding | 14,578 | 12,509 |
Additional paid-in capital | 14,224,000 | 3,577,533 |
Note receivable | (1,500,000) | |
Accumulated deficit | (14,501,739) | (3,639,447) |
Accumulated other comprehensive loss | (68,067) | (33,454) |
Total stockholders' deficit | (1,831,228) | (82,859) |
Total liabilities and stockholders' deficit | $ 1,974,068 | $ 771,682 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 14,577,597 | 12,509,024 |
Common stock, shares outstanding | 14,577,597 | 12,509,024 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Revenues | $ 0 | $ 0 |
Operating expenses: | ||
General and administrative | 2,732,060 | 2,226,837 |
Research and development | 7,423,786 | 463,112 |
Total operating expenses | 10,155,846 | 2,689,949 |
Loss from operations | (10,155,846) | (2,689,949) |
Other expense: | ||
Interest expense | (706,446) | 0 |
Net loss | (10,862,292) | (2,689,949) |
Comprehensive loss: | ||
Foreign currency translation adjustment | (34,613) | (23,890) |
Total comprehensive loss | $ (10,896,905) | $ (2,713,839) |
Net loss per common share: | ||
Basic and diluted | $ (0.81) | $ (0.22) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 13,362,959 | 12,021,650 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Note Receivable | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Beginning Balance at Dec. 31, 2018 | $ 10,767 | $ 942,969 | $ (949,498) | $ (9,564) | $ (5,326) | |
Beginning Balance (in shares) at Dec. 31, 2018 | 10,766,667 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of units and warrants - net of issuance costs | $ 884 | 1,562,919 | 1,563,803 | |||
Issuance of units and warrants - net of issuance costs (in shares) | 883,502 | |||||
Warrant exercise | $ 859 | 857,996 | 858,855 | |||
Warrant exercise (in shares) | 858,855 | |||||
Stock-based compensation expense | 213,649 | 213,649 | ||||
Foreign currency translation adjustment | (23,890) | (23,890) | ||||
Net loss | (2,689,949) | (2,689,949) | ||||
Ending Balance at Dec. 31, 2019 | $ 12,509 | 3,577,533 | (3,639,447) | (33,454) | (82,859) | |
Ending Balance (in shares) at Dec. 31, 2019 | 12,509,024 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock - net of issuance costs of $1,451,314 | $ 575 | 1,710,611 | 1,711,186 | |||
Issuance of common stock - net of issuance costs of $1,451,314 (in shares) | 575,000 | |||||
Issuance of units and warrants - net of issuance costs | $ 22 | 156,608 | 156,630 | |||
Issuance of units and warrants - net of issuance costs (in shares) | 21,906 | |||||
Issuance of warrants with Convertible Notes - net of issuance costs of $67,287 | 895,992 | 895,992 | ||||
Exchange of warrants for Convertible Notes | (252,000) | (252,000) | ||||
Issuance of common stock and warrants for acquisition of in-process research and development | $ 1,467 | 6,344,854 | 6,346,321 | |||
Issuance of common stock and warrants for acquisition of in-process research and development (in shares) | 1,466,667 | |||||
Issuance of warrants related to Note Receivable | 1,500,000 | $ (1,500,000) | ||||
Stock-based compensation expense | 270,407 | 270,407 | ||||
Issuance of common stock for services | $ 5 | 19,995 | 20,000 | |||
Issuance of common stock for services (in shares) | 5,000 | |||||
Foreign currency translation adjustment | (34,613) | (34,613) | ||||
Net loss | (10,862,292) | (10,862,292) | ||||
Ending Balance at Dec. 31, 2020 | $ 14,578 | $ 14,224,000 | $ (1,500,000) | $ (14,501,739) | $ (68,067) | $ (1,831,228) |
Ending Balance (in shares) at Dec. 31, 2020 | 14,577,597 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | ||
Issuance costs | $ 1,451,314 | |
Units and warrants | ||
Issuance costs | 4,900 | $ 236,705 |
Warrants | ||
Issuance costs | $ 67,287 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (10,862,292) | $ (2,689,949) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,440 | 664 |
Issuance of common stock and warrants for acquisition of in-process research and development | 6,346,321 | 0 |
Stock-based compensation | 270,407 | 213,649 |
Issuance of common stock for services | 20,000 | 0 |
Amortization of debt issuance costs and debt discount | 549,962 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (35,245) | 35,305 |
Accounts payable and accrued expenses | 1,184,118 | 319,929 |
Net cash used in operating activities | (2,525,289) | (2,120,402) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (4,251) |
Cash flows from financing activities: | ||
Gross proceeds from issuance of common stock | 3,162,500 | 0 |
Issuance costs related to the issuance of common stock | (845,426) | (214,937) |
Gross proceeds from issuance of Convertible Notes and warrants | 2,189,105 | 0 |
Issuance costs related to the issuance of Convertible Notes and warrants | (260,074) | 0 |
Gross proceeds from issuance of units and warrants | 111,530 | 1,776,500 |
Issuance costs related to the issuance of units and warrants | (4,900) | (236,705) |
Proceeds from the exercise of warrants | 0 | 858,855 |
Net cash provided by financing activities | 4,352,735 | 2,183,713 |
Effects of changes in foreign currency exchange rates on cash | (32,093) | (23,973) |
Net increase in cash | 1,795,353 | 35,087 |
Cash, beginning of period | 36,747 | 1,660 |
Cash, end of period | 1,832,100 | 36,747 |
Non-cash financing activity: | ||
Offering costs in accounts payable and accrued expenses | 175,558 | 412,079 |
Convertible notes issued for offering costs and other services | 448,730 | 0 |
Convertible notes issued in exchange for warrants | 252,000 | 0 |
Warrants issued in lieu of cash for accounts payable | 50,000 | 0 |
Units issued on advance deposit | 0 | 24,008 |
Cash paid during the period for: | ||
Interest | $ 470 | $ 0 |
Organization and Description of
Organization and Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of the Business | |
Organization and Description of the Business | 1. Organization and Description of the Business Nature of Operations Scopus BioPharma Inc. (“Scopus”) and its subsidiary, Vital Spark, Inc. (“VSI”), are headquartered in New York, and its subsidiary, Scopus BioPharma Israel Ltd. (“SBI”), is headquartered in Jerusalem, Israel. Scopus, VSI and SBI are collectively referred to as the “Company”. The Company is a biopharmaceutical company developing transformational therapeutics targeting serious diseases with significant unmet medical needs. In December 2020, the Company completed its initial public offering (“IPO”) (see Note 3). Going Concern The provisions of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern ("ASC 205-40") requires management to assess an entity's ability to continue as a going concern within one year of the date the financial statements are issued. In each reporting period (including interim periods), an entity is required to assess conditions known and reasonably knowable as of the financial statement issuance date to determine whether it is probable an entity will not meet its financial obligations within one year from the financial statement issuance date. Substantial doubt about an entity's ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate it is probable the entity will be unable to meet its financial obligations as they become due within one year after the date the financial statements are issued. The Company is an early-stage company and has not generated revenues to date. As such, the Company is subject to all of the risks associated with early-stage companies. Since inception, the Company has incurred losses and negative cash flows from operating activities which have been funded from the issuance of convertible notes, common stock, and warrants (see Notes 6 & 9). The Company does not expect to generate positive cash flows from operating activities in the near future, if at all, until such time it completes the development of its drug candidates, including obtaining regulatory approvals, and anticipates incurring operating losses for the foreseeable future. The Company incurred net losses of $10,862,292 and $2,689,949 for the years ended December 31, 2020 and 2019, respectively, and had an accumulated deficit of $14,501,739 and $3,639,447 as of December 31, 2020 and 2019, respectively. The Company’s net cash used in operating activities was $2,525,289 and $2,120,402 for the years ended December 31, 2020 and 2019, respectively. Further, while the Company has raised significant cash proceeds subsequent to year end (see Note 3), the Company still has significant obligations related to the Company’s Convertible Notes (see Note 6), certain research and development agreements (see Note 7), and operating expenses. The Company’s ability to fund its operations is dependent upon management’s plans, which include raising capital through issuances of debt and equity instruments, securing research and development grants, generating sufficient revenues, and controlling the Company’s operating expenses. A failure to raise sufficient financing, generate sufficient revenues, or control expenses, among other factors, will adversely impact the Company’s ability to meet its financial obligations as they become due and payable and to achieve its intended business objectives. This evaluation is further impacted by the current spread of the COVID‑19 coronavirus. While uncertain at this time, the extent of its impacts depends largely on the spread and duration of the outbreak, and may result in disruptions to capital raises, its employees, and vendors which could result in negative impacts to its operational and financial results. Accordingly, management has concluded, based on the factors noted above, there is substantial doubt related to the Company’s ability to continue as a going concern within one year after the date the consolidated financial statements are issued. The Company's consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities should the Company be unable to continue as a going concern. COVID‑19 Pandemic The Company is continually monitoring the impact of the global pandemic on its business, especially since the Company conducts activities in multiple locations, both in and outside of the United States. These locations are New York City and Los Angeles in the United States and Jerusalem and Tel Aviv in Israel. At various times since the onset of the global pandemic, these locations have been severely affected by COVID‑19 and, as a result, have been subject to various requirements to stay at home and self-quarantine, as well as constraints on mobility and travel, especially international travel. In many locations, the primary focus of healthcare providers and hospitals has been to combat the virus. While the Company continues to advance its development programs, the Company is also continually assessing the impact of the global pandemic on its product development efforts, including any impact on the timing and/or costs for its clinical trials, investigational new drug (“IND”) enabling work, and other research and development activities. There is no certainty as to the length and severity of societal disruption caused by COVID‑19. Consequently, the Company does not have sufficient visibility to predict the impact of the global pandemic on its operations and overall business, including delays in the progress of its planned pre-clinical work and clinical trials, or by limiting its ability to recruit physicians or clinicians to run its clinical trials, enroll patients or conduct follow-up assessments in its clinical trials. Further, the business or operations of its strategic partners and other third parties with whom the Company conducts business may also be adversely affected by the global pandemic. The Company continues to monitor the impact of the global pandemic, including regularly reevaluating the timing of its research and development and clinical milestones. In light of the more restrictive constraints on international travel, the Company continues to adjust program emphasis and prioritization. Until the Company is able to gain greater visibility as to the impact of the global pandemic, the Company intends to commit greater resources to its existing and future programs in the United States and is slowing investment in program development outside the United States. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Scopus and its subsidiaries, all of which are wholly-owned. All intercompany accounts and transactions have been eliminated. The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. Certain prior year amounts have been reclassified to conform to current year presentation. Foreign Currency The functional currency of Scopus and VSI is the US Dollar, and the functional currency of SBI is the Israeli New Shekel. All assets and liabilities of SBI are translated at the current exchange rate as of the end of the period and the related translation adjustments are recorded as a separate component of accumulated other comprehensive loss. Revenue and expenses are translated at average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from, or expected to result from, transactions denominated in a currency other than the functional currency are recognized in "General and administrative" expenses in the consolidated statements of comprehensive loss. Comprehensive loss Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss, net of tax, consists of foreign currency translation adjustment losses of $68,067 and $33,454, as of December 31, 2020 and 2019, respectively Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, debt, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets, and probability of meeting certain milestones. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows, specifically related to the Convertible Notes (see Note 6) and commitments to fund research and development (see Note 7). On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. Cash The Company maintains its cash at major financial institutions with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits, and there is no insurance on cash deposits within Israel. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment 3 years Depreciation expense for the years ended December 31, 2020 and 2019 was $1,440 and $664, respectively. Research and Development Expenses Research and development expenses are expensed as incurred and consist principally of internal and external costs which includes the cost of patent licenses, contract research services, laboratory supplies, in-process research and development acquired, as well as development and manufacture of preclinical compounds and consumables. Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process capital financings as deferred offering costs. Offering costs totaling $1,451,314 were recognized as a reduction of the proceeds of the Company’s IPO on December 18, 2020, of which $627,016 were deferred as of December 31, 2019 (see Note 3). Financing Costs The Company defers certain legal and other third-party financing costs directly associated with debt issuances as deferred financing costs. The deferred financing costs are recognized as an offset against the related issued debt and amortized using the effective interest rate method through maturity. Through December 31, 2020, the Company incurred $260,074 of financing costs which were allocated $192,787 and $67,287 to the Convertible Notes and W Warrants (see Note 6), respectively. For the year ended December 31, 2020, amortization of deferred financing costs was $95,305. As of December 31, 2019, there were no deferred financing costs. Fair Value Measurement Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, are as follows: Level 1 Level 2 Level 3 As of December 31, 2020 and 2019, the carrying amounts of the Company’s financial instruments, including cash, deferred offering costs, accounts payable and accrued expenses, and convertible notes payable, approximate their respective fair value due to the short-term nature of these instruments. Income Taxes Income taxes are accounted for under the asset and liability method, as required by FASB ASC Topic 740, Income Taxes (“Topic 740”). The Company provides for foreign, federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company and VSI file a consolidated U.S. federal and combined New York State and New York City income tax return, and SBI files a foreign income tax return with the Israel Tax Authority. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions as of December 31, 2020 and 2019. Stock-Based Compensation The Company accounts for share-based payments in accordance with ASU 2018‑07— Compensation—Stock Compensation (“Topic 718”). Under Topic 718, the Company measures, and records, compensation expense related to share-based payment awards (to employees and nonemployees) based on the grant date fair value using the Black-Scholes option pricing model. Forfeitures are recognized when they occur. The Company calculates the fair value of options granted using the Black-Scholes option-pricing model using the following assumptions: Expected Volatility – Due to the lack of substantial company-specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar public companies. When selecting these companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected Term – The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has limited historical data upon which it can estimate the expected lives of the share-based payment awards and accordingly has used the simplified method allowable under SEC Staff Accounting Bulletin Topic 14 for employee holders and the contractual term for non-employee holders. Risk-Free Interest Rate – The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the expected term of the options at the grant date. Dividend Yield – The Company has not declared or paid dividends to date and does not anticipate declaring dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero. Net Loss Per Share Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the relevant period. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consist of convertible debt, stock options and warrants, would be anti-dilutive. The following table presents the weighted-average, potentially dilutive shares that were excluded from the computation of diluted net (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Years Ended December 31, 2020 2019 Warrants 11,888,651 2,729,206 Convertible Notes (if converted) 6,415,683 — Stock options 626,633 352,005 Contingent consideration in common stock 1,425,865 — Total 20,356,832 3,081,211 Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance of ASU 2016‑02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and for all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within that reporting period. The Company does not currently hold any leases and therefore its expected adoption of ASU 2016‑02 on January 1, 2022, as an emerging growth company, is not expected to have a material impact on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, including EGCs, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The company’s early adoption of ASU 2017-11 on January 1, 2019 did not have a material impact on the consolidated financial statements. As previously noted, the Company, as an emerging growth company, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards, which allows us to defer adoption of certain accounting standards until those standards would otherwise apply to private companies unless otherwise noted. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2020 | |
Initial Public Offering | |
Initial Public Offering | 3. Initial Public Offering On December 18, 2020, the Company completed an IPO of 575,000 shares of its common stock at a public offering price of $5.50 per share for aggregate gross proceeds, including the Company’s underwriters’ exercise, in full, of their over-allotment option, for a total of $3,162,500. The Company received aggregate net proceeds of $1,711,186 after deducting offering costs of $1,451,314. The Company’s common stock is listed on The Nasdaq Global Market under the symbol “SCPS”. On February 10, 2021, the Company completed a follow-on public offering of 1,150,000 shares, including the Company’s underwriters’ exercise, in full, of their over-allotment option, of its common stock at a public offering price of $9.00 per share for aggregate gross proceeds of $10,350,000. The Company estimates aggregate net proceeds to be approximately $9,150,000 after deducting offering costs of approximately $1,200,000. |
Bioscience Oncology Transaction
Bioscience Oncology Transaction | 12 Months Ended |
Dec. 31, 2020 | |
Bioscience Oncology Transaction | |
Bioscience Oncology Transaction | 4. Bioscience Oncology Transaction On June 10, 2020, the Company completed the acquisition of Bioscience Oncology Pty. Ltd. (“Bioscience Oncology”), a pre-clinical biopharmaceutical company which held a single asset, the exclusive right to negotiate a license agreement for a STAT3 inhibitor drug candidate (the “STAT3 Inhibitor”) with City of Hope (see Note 7). The transaction was accounted for as an asset acquisition as the purchase primarily related to a single asset. The aggregate upfront expense, including the upfront license fees paid to City of Hope totaled approximately $7.2 million, composed of approximately $0.9 million, which was paid in cash, and the issuance of approximately $5.9 million and $0.5 million of common stock and W Warrants, respectively. Pursuant to asset acquisition accounting, acquired in-process research and development with no alternative future use is expensed at acquisition. Accordingly, this amount was recognized in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss during the year ended December 31, 2020. Under the terms of the agreement, Bioscience Oncology is eligible to receive additional contingent consideration of up to approximately 2.5 million common shares upon the achievement of specified milestones payable in shares of the Company’s common stock, which will be recorded when it is determined the corresponding milestones are probable to be achieved. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following as of: December 31, December 31, 2020 2019 Professional fees $ 659,446 $ 559,706 Research and development expenses 305,870 61,550 Management service fees and expenses 308,246 70,197 Convertible Notes interest payable 156,014 — Other accounts payable and accrued expenses 91,989 163,088 Total accounts payable and accrued expenses $ 1,521,565 $ 854,541 Amounts due to related parties included in accounts payable and accrued expenses totaled $308,246 and $77,342 as of December 31, 2020 and 2019, respectively (see Note 11, Related Party Transactions). |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Debt | 6. Debt In April 2020, the Company amended the terms of its December 2019 Private Placement (see Note 9) to issue convertible promissory notes (“Convertible Notes”) with W Warrants (“Convertible Notes Private Placement”) in an initial principal amount of up to $3,000,000. The Convertible Notes have an annual interest rate of 10% and a scheduled maturity on the earlier of July 31, 2021 or a change of control of the Company (the “Maturity Date”). For each $1.00 of initial principal, the purchaser also received one W Warrant. Prior to the Maturity Date, the holder may elect to convert each $1.00 of initial principal amount of Convertible Notes plus accrued and unpaid interest into W Warrants at a conversion price of $0.50 per W Warrant. Through December 31, 2020, the Company issued an aggregate initial principal amount of $2,001,605 of Convertible Notes as part of the Convertible Notes Private Placement for net cash proceeds of $1,741,531 in cash after issuance costs of $260,074, of which $192,787 was recognized as deferred financing costs and the remaining $67,287 as a reduction of the proceeds allocated to the attached W Warrants. Between February 2020 and June 2020, the Company issued convertible notes on identical terms to those of the Convertible Notes Private Placement to HCFP/Portfolio Services LLC (“Portfolio Services”) (see Note 9), investors and vendors, on a direct basis, in an aggregate initial principal amount of $636,230 for $187,500 in cash with the balance as consideration for legal and management services rendered and payable. Investors who purchased W Warrants in the December 2019 Private Placement prior to the amendment of its terms were provided the option to surrender two W Warrants for the purchase of $1.00 of initial principal amount of Convertible Notes. On September 28, 2020, all holders of W Warrants purchased in the December 2019 Private Placement elected to surrender their W Warrants and, accordingly, the Company issued an aggregate principal amount of $252,000 of Convertible Notes in exchange for 504,000 surrendered W Warrants of equivalent fair market value. The Convertible Notes principal amount of $2,889,835, reduced for issuance costs of $260,074, was allocated to the Convertible Notes and W Warrants, based on their respective relative fair value, resulting in an allocation of $1,733,769 and $895,992 to the Convertible Notes and W Warrants, respectively. The resulting difference between the principal amount and the amount allocated to Convertible Notes of $1,156,066 is being recognized as debt discount and deferred financing costs, amortized as interest expense over the term of the Convertible Notes. The amount allocated to the W Warrants was recognized as an increase to “Additional paid-in capital” in the accompanying consolidated statements of stockholders’ equity (deficit) under the caption “Issuance of units and warrants.” Balances related to the Convertible Notes as of December 31, 2020 included: December 31, 2020 Convertible Notes principal amount $ 2,889,835 Unamortized discount (508,622) Deferred financing costs (97,482) Convertible notes payable, net $ 2,283,731 Interest expense for the year ended December 31, 2020 totaled $705,976, and is included in “Interest expense, net” in the accompanying consolidated statements of comprehensive loss. For the year ended December 31, 2020, interest expense includes $156,014 of interest expense and $549,962 of debt discount and amortization of deferred financing costs. |
Research and Development Agreem
Research and Development Agreements | 12 Months Ended |
Dec. 31, 2020 | |
Research and Development Agreements | |
Research and Development Agreements | 7. Research and Development Agreements Agreement Related to Intellectual Property Rights In July 2017, VSI as “Licensee” entered into a Patent License Agreement (the “Patent License Agreement”) with The U.S. Department of Health and Human Services, as represented by the National Institute on Alcohol Abuse and Alcoholism (“NIAAA”) and the National Institute on Drug Abuse (“NIDA”) of the National Institutes of Health (“NIH”), (collectively “Licensor”). In the course of conducting biomedical and behavioral research, the Licensor developed inventions that may have commercial applicability. The Licensee acquired commercialization rights to certain inventions in order to develop processes, methods, or marketable products for public use and benefit. Patent fee reimbursement under the Patent License Agreement was $26,720 and $25,920 for the years ended December 31, 2020 and 2019, respectively. These costs are included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. Pursuant to the terms of the Patent License Agreement, VSI is required to make minimum annual royalty payments of $25,000. The Company paid the first annual payment of $25,000 in January 2019, which is included in “General and administrative” expenses in the accompanying consolidated statements of comprehensive loss. Subsequent minimum annual royalty payments are due and payable on January 1 of each calendar year and shall be credited against any earned royalties due for sales made in that year, throughout the term of the Patent License Agreement. The Company paid the second annual payment of $25,000 in December 2019, which is included in “Prepaid expenses” in the accompanying consolidated balance sheets. During the year ended December 31, 2020, this $25,000 royalty expense was recognized in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. The third annual payment of $25,000 was made in January 2021. The Patent License Agreement also provides for payments from VSI to the Licensor upon the achievement of certain product development and regulatory clearance milestones, as well as royalty payments on net sales upon the commercialization of products developed utilizing the licensed patents. Through December 31, 2020, the Licensor has not achieved any milestones and therefore VSI has not made any milestone payments. VSI is obligated to pay earned royalties based on a percentage of net sales, as defined in the Patent License Agreement, of licensed product throughout the term of the Patent License Agreement. Since April 18, 2017 (inception) through December 31, 2020, there have been no sales of licensed products. In addition, VSI is also obligated to pay the Licensor additional sublicensing royalties on the fair market value of any consideration received for granting each sublicense. Through December 31, 2020, VSI has not entered into any sublicensing agreements and therefore no sublicensing consideration has been paid to Licensor. Cooperative Research and Development Agreement Effective January 11, 2018, VSI signed a two-year Cooperative Research and Development Agreement (the “CRADA Agreement”) with the NIH for preclinical testing relating to the Patent License Agreement described above. Pursuant to the terms of the CRADA Agreement, each party will provide scientific staff and other support necessary to conduct the research and other activities described in the research plan. This agreement was subsequently amended to defer funding for year two subject to additional testing by NIH and approval of the results by VSI. On May 7, 2019, the Company made the first of two equal payments of $55,870 to NIH. As of December 31, 2020, the second payment of $55,870 is outstanding and subject to delivery of final research results. Total expenses incurred in connection with the CRADA Agreement for the years ended December 31, 2020 and 2019 amounted to $31,039 and $80,701, respectively. These expenses are included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. As of December 31, 2020 and 2019, $55,870 and $24,831 were recognized in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets, respectively. Memorandums of Understanding Effective July 28, 2018, SBI entered into two Memorandums of Understanding (“MOUs”) with Yissum Research Development Company (“Yissum”) of the Hebrew University of Jerusalem Ltd. (“Hebrew University”). Research under the Yissum MOUs was completed in December 2019 and March 2020, respectively, resulting in the license agreements below. The fees incurred in connection with these MOU’s for the years ended December 31, 2020 and 2019 amounted to $29,768 and $215,740, respectively. These fees are included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. The Company also recorded a prepaid expense of $29,646 in connection with these MOU’s which are included in “Prepaid expenses” in the accompanying consolidated balance sheets as of December 31, 2019. Effective March 5, 2019, the Company entered in a license agreement with Yissum with respect to the results of the research relating to the combination of cannabidiol with approved anesthetics as a potential treatment for the management of pain. Under the license agreement, the Company is obligated to pay earned royalties based on a percentage of net sales, as defined in the license agreement, including net sales generated from sub-licensees. In addition, the Company will be obligated to make payments upon the achievement of certain clinical development and product approval milestones. From March 5, 2019 through December 31, 2020, there have been no sales of licensed products by the Company nor has the Company entered into any sub-licensing agreements. Further, none of the milestones in the agreement have been reached and therefore as of December 31, 2020, there is no obligation to make any milestone payments. Effective August 8, 2019, the Company entered into a second license agreement with Yissum with respect to the research results relating to the synthesis of novel cannabinoid dual-action compounds and novel chemical derivatives of cannabigerol and tetrahydrocannabivarin. Under this license agreement, the Company is required to pay earned royalties based upon a percentage of net sales at one percentage for regulated products and a lesser percentage for non-regulated products. The Company is obligated to pay development milestone payments tied to regulated products totaling $1,225,000 in the aggregate and $100,000 for non-regulated products in the aggregate. None of the milestones in the agreement have been reached and, therefore, as of December 31, 2020, there is no obligation to make any milestone payments. City of Hope License Agreement and Sponsored Research Agreement In June 2020, the Company entered into an exclusive, worldwide license agreement with City of Hope relating to the STAT3 Inhibitor (the “COH License Agreement”). In addition to the COH License Agreement, the Company also entered into a Sponsored Research Agreement (the “SRA”) relating to on-going research and development activities in collaboration with City of Hope relating to the STAT3 Inhibitor. The Company obtained the right to negotiate the COH License Agreement with City of Hope from Bioscience Oncology as part of the Bioscience Oncology transaction (see Note 4). Under the terms of the COH License Agreement, the Company is obligated to pay earned royalties based on a percentage of net sales, as defined in the COH License Agreement, including net sales generated from sub-licensees. In addition, the Company is obligated to make payments in cash upon the achievement of certain clinical development and product approval milestones totaling $3,525,000 in the aggregate. None of the milestones in the COH License Agreement have been reached and therefore as of December 31, 2020, there is no obligation to make any milestone payments. Pursuant to the terms of the SRA, the Company has committed to fund research and development at City of Hope for two years in accordance with a predetermined funding schedule. Total expenses incurred in connection with the SRA were $138,889 for the year ended December 31, 2020. These expenses are included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Research and Development Agreements The Company has entered into various research and development agreements which require the Company to provide certain funding and support. See Note 7 for further information regarding these agreements. Legal Proceedings The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome, if such event were to occur, could include monetary damages and could result in a material adverse impact on the Company’s business, financial position, results of operations, and cash flows. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time-to-time by the Company’s board of directors. Authority is expressly vested in the board of directors to authorize the issuance of one or more series of preferred stock. All 20,000,000 shares remained unissued as of December 31, 2020. Common Stock The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.001 per share. The number of authorized shares of common stock may be increased or decreased (but not below the number of shares of common stock then outstanding) by an affirmative vote of the holders of a majority of the common stock. The powers, preferences, and rights of the holders of the common stock are junior to the preferred stock and are subject to all the powers, rights, privileges, preferences, and priorities of the preferred stock. The holder of each share of common stock shall have the right to one vote per share. Each holder of common stock shall be entitled to receive dividends and distributions (whether payable in cash or otherwise) as declared by the board of directors of the Company, subject to the rights of any class of preferred stock outstanding. In the event of any liquidation, dissolution or winding-up of the Company (whether voluntary or involuntary), the assets available for distribution to holders of common stock will be in equal amounts per share. Equity Units The Company received $24,008 in 2018 relating to 16,005 units comprising one share of common stock and two warrants at a price of $1.50 (the “$1.50” Units”) which were subsequently issued in January 2019 following the increase in number units offered. The Company recorded the $24,008 as an advance deposit on equity units as of December 31, 2018, which was reclassified to equity upon issuance of the applicable $1.50 Units in January 2019. During the year ended December 31, 2019, the Company sold an additional 717,328 $1.50 Units resulting in net proceeds of $1,071,230 after issuance costs. The holders of the warrants included in the $1.50 Units (“$1.50 Unit Warrants”) discussed above have the same rights to receive dividends or other distribution of assets as the holders of common stock. As such, these $1.50 Unit Warrants are considered participating securities under the two-class method of calculating the net loss per share. The Company has incurred net losses to date, and as the holders of these $1.50 Unit Warrants are not contractually obligated to share in the losses, there is no impact on the Company’s net loss per share calculation for the years presented. On May 6, 2019, pursuant to the terms of the $1.50 Unit Warrants, the Company provided a Notice of Trigger Date to the holders of its $1.50 Unit Warrants informing such holders that the deadline to exercise their $1.50 Unit Warrants at an exercise price of $1.00 per share was May 16, 2019 (the "Trigger Date"). Any $1.50 Unit Warrants not exercised by the Trigger Date automatically became identical to and of the same class as the W Warrants. A total of 858,855 $1.50 Unit Warrants were exercised in connection with such notice generating $858,855 in proceeds for the Company. On June 11, 2019, the Company offered up to 200,000 units at a price of $3.00 per unit in a private placement transaction (the "$3.00 Units"). Each $3.00 Unit is comprised of one share of the Company’s common stock and two warrants ("$3.00 Unit Warrants"). Each $3.00 Unit Warrant shall be identical to and be of the same class as the W Warrants. In July 2019, the Company issued 150,169 of the $3.00 Units resulting in net proceeds of $330,132 after issuance costs. On February 4, 2020, the Company offered up to 200,000 Series A units at a price of $5.00 per unit in a Regulation A+ Tier II offering (the “A Units”). Each A Unit consists of one share of the Company’s common stock and two Series W Warrants (“W Warrants”). Each W Warrant is exercisable for one Series B Unit (“B Unit”). Each B Unit consists of one share of common stock and one Series Z Warrant (“Z Warrant”). Each Z Warrant is exercisable for one share of common stock. The exercise price of the W Warrant is $4.00, and the exercise price of the Z Warrant is $5.00. The W Warrants and Z Warrants will be exercisable commencing on October 1, 2021 and July 1, 2022, respectively, and expire on September 30, 2026 and June 30, 2027, respectively, unless previous exercised. During the year ended December 31, 2020, the Company issued 21,906 of the A Units resulting in net proceeds of $104,830 after issuance costs. Warrants On October 3, 2018, the Company issued a warrant to Yissum, entitling Yissum to purchase up to 450,000 shares (“Warrant Shares”) of the Company’s common stock at an exercise price of $1.50 per share of common stock and which warrant expires on October 3, 2025. This warrant was issued as consideration to Yissum in connection with the execution of the MOUs (see Note 7). Upon issuance of this warrant, it was immediately exercisable for 50,000 Warrant Shares. Additional Warrant Shares vest upon the execution of license agreements within a specified number of days upon notice by the Company of its intent to enter into such license agreements. The Company determined that as of December 31, 2018, it was probable that the Company would enter into at least one license agreement. Accordingly, for the year ended December 31, 2018, the Company recognized compensation expense for the 50,000 Warrant Shares that were immediately exercisable upon issuance of the warrant and 50,000 Warrant Shares relating to the probable execution of a license agreement. Effective March 5, 2019 and August 8, 2019, the Company entered into separate license agreements with Yissum with respect to the results and intellectual property generated from research being conducted at Hebrew University under one of the MOUs (see Note 7). As a result of the first and second license agreements being executed within a specified period after notice, the Company recognized compensation expense in connection with the vesting of an additional 50,000 and 100,000 Warrant Shares, respectively. The estimated fair value of the Yissum Warrant Shares at grant date was $0.59 per Warrant Share, calculated using Black-Scholes option pricing model using the following assumptions: fair value of underlying common stock of $1.00; contractual life of 7 years; risk free interest rate of 3.06%; volatility of 68%; and dividend yield of 0%. There has been no history of dividend payments and there are no expectations of dividend payments during the next several years. Related to the license agreements above, the Company recognized stock-based compensation expense related to the Warrant Shares during the year ended December 31, 2019 of $89,151. This expense is included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. On December 10, 2019, the Company offered up to 1,000,000 W Warrants at a price of $0.50 per W Warrant in a private placement transaction (“December 2019 Private Placement”). In December 2019 and January 2020, the Company issued 500,000 and 4,000 W Warrants resulting in net proceeds of $138,432 and $1,800, respectively, after issuance costs. In April 2020, the Company amended the terms of the December 2019 Private Placement as described in the Convertible Notes Private Placement (see Note 6). On July 16, 2020 and in connection with the initial closing of the Company’s Series A Units, all of the Company’s outstanding warrants, including any X Warrants but excluding the Yissum Warrant Shares, automatically became an equal number of W Warrants. For presentation purposes, the term “W Warrants” is used throughout these notes in cases where the warrants referenced have subsequently become W Warrants. In conjunction with the Convertible Notes issued during the year ended December 31, 2020, the Company issued 2,889,835 W Warrants (see Note 6). In addition, on April 1, 2020, 100,000 W Warrants were issued in connection with satisfying an outstanding account payable for legal services rendered. On June 5, 2020, the Company issued to HCFP/Capital Partners 18B‑2 LLC (“CP18B2”) 3,000,000 W Warrants in consideration of a $1.5 million contingent promissory note (“Note Receivable”). The Note Receivable accrues interest at a rate of 1% per annum. Payment of this Note Receivable is contingent on exercise or sale of the W Warrants prior to their expiration. If the W Warrants have not been sold or exercised prior to their expiration by CP18B2, no payment of principal and interest of the Note Receivable is required. On September 28, 2020, all of the investors who purchased W Warrants in the December 2019 Private Placement, prior to the amendment of its terms, surrendered 504,000 W Warrants in exchange for Convertible Notes (see Note 6). The table below summarizes all warrant activity for the year ended December 31, 2020: Weighted-average Warrants Exercise Price Outstanding at December 31, 2019 2,391,483 $ 2.10 Issued 6,996,955 4.00 Exercised — — Surrendered (504,000) 4.00 Forfeited — — Outstanding at December 31, 2020 8,884,438 $ 3.93 Warrants exercisable at December 31, 2020 250,000 $ 1.50 As of December 31, 2020, the remaining contractual term of the outstanding warrants was 5.70 years. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options | |
Stock Options | 10. Stock Options Effective September 24, 2018, the Company approved the Scopus BioPharma Inc. 2018 Equity Incentive Plan (the “Plan”), and reserved 1,000,000 shares of the Company’s common stock, such amount subsequently being increased to 2,400,000 shares, for issuance under the Plan. The stock options shall be granted at an exercise price per share equal to at least the fair market value of the shares of common stock on the date of grant and generally vest over a three-year period. In addition, in connection with the Company’s IPO (See Note 3), the Company granted an option to purchase 57,500 shares of the Company’s common stock to the underwriter. The assumptions used to calculate the fair value of stock options granted is as follows: Years Ended December 31, 2020 2019 Weighted-average common stock price $ 5.50 $ 2.00 Expected dividend rate % % Expected option term (years) 3.5 – 5.0 6.0 – 10.0 Weighted-average expected stock price volatility 80 % 87 % Risk-free interest rate 0.37 % 1.6% – 2.1 % Stock option activity is summarized as follows for the years ended December 31, 2020 and 2019, respectively: Weighted-average Weighted-average Grant Date Options Exercise Price Fair Value Outstanding at December 31, 2018 175,000 $ 1.50 $ 0.70 Granted 425,000 3.00 1.41 Exercised — — — Forfeited — — — Outstanding at December 31, 2019 600,000 $ 2.56 $ 1.21 Granted 657,500 5.62 3.06 Exercised — — — Forfeited — — — Outstanding at December 31, 2020 1,257,500 $ 4.16 $ 2.17 Vested and exercisable at December 31, 2020 340,739 $ 2.49 $ 1.18 Unvested at December 31, 2020 916,761 $ 4.78 $ 2.54 Stock-based compensation associated with vesting options was $270,407 and $124,498 for the years ended December 31, 2020 and 2019, respectively. This cost is included in “General and administrative” expenses in the accompanying consolidated statements of comprehensive loss. As of December 31, 2020, total unrecognized stock-based compensation expense of $2,140,896 is expected to be recognized over the remaining weighted-average contractual vesting term of 2.36 years. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions The Company has a management services agreement, as amended, with Portfolio Services, an affiliated entity, to provide management services to the Company including, without limitation, financial and accounting resources, general business development, corporate development, corporate governance, marketing strategy, strategic development and planning, coordination with service providers and other services as agreed upon between the parties. The Company pays Portfolio Services a monthly management services fee plus related expense reimbursement and provision of office space and facilities. The monthly management services fee was increased from $25,000 to $40,000 effective July 1, 2019, and from $40,000 to $50,000 effective July 1, 2020. The monthly facilities fee increased from $1,500 to $3,000 effective May 1, 2019. For the years ended December 31, 2020 and 2019, the Company incurred expenses of $576,000 and $420,000, respectively, related to this management services agreement. The costs are included in “General and administrative” expenses in the accompanying consolidated statements of comprehensive loss. Amounts prepaid to Portfolio Services were $0 and $40,000 as of December 31, 2020 and 2019, respectively, and are included in “Prepaid expenses” on the accompanying consolidated balance sheets. Amounts payable to Portfolio Services related to the management services agreement were $109,000 as of December 31, 2020 and no amounts were payable as of December 31, 2019. These amounts due are included in “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets. On September 1, 2017, the Company entered into a management services agreement, as amended, with Clil Medical Ltd. (“Clil”) for Morris C. Laster, M.D., the sole principal of Clil, to serve as the Company’s Chief Executive Officer. The Company shall pay Clil a monthly management services fee, plus related expense reimbursements. This agreement was in effect for a period of one year and is automatically renewable for successive one-year terms unless terminated prior to the end of such term as set forth in the management services agreement. Effective January 1, 2019 the monthly management services fee was increased from $10,000 to $25,000 per month. As contemplated in connection with the Bioscience Oncology transaction, this management services agreement was terminated in June 2020 and is intended to be replaced by a new agreement for services relating to Dr. Laster, although there can be no assurance that the Company will enter into any such agreement. For the years ended December 31, 2020 and 2019, the Company incurred expenses of $128,333 and $301,442, respectively, related to this management services agreement. These costs are included in “General and administrative” expenses in the accompanying consolidated statements of comprehensive loss. As of December 31, 2020 and 2019, the total amounts due to Clil were $198,530 and $70,197, respectively, and are included in “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets. On June 10, 2020, the Company entered into a management services agreement with Kiliniwata Investments Pty, Ltd (“Kiliniwata”) for Paul E. Hopper, an affiliate of Kiliniwata, to serve as the Company’s Co-Chairman, a position from which he resigned in October 2020 in order to commit greater time to another biopharmaceutical company unrelated to the Company. The Company paid Kiliniwata a monthly management services fee of $12,500, plus related expense reimbursements. For the year ended December 31, 2020, the Company incurred expenses of $58,333 related to this management services agreement. As of December 31, 2020, there was no amount due to Kiliniwata. HCFP/Strategy Advisors LLC (“Strategy Advisors”), an affiliated entity, provides strategy advisory and consulting services to the Company from time to time. During the years ended December 31, 2020 and 2019, the Company expensed and paid Strategy Advisors an aggregate of $0 and $200,000, respectively. These costs are included in “General and administrative” expenses in the accompanying consolidated statements of comprehensive loss. On March 28, 2019, the Company entered into an agreement with HCFP/Capital Markets LLC (“Capital Markets”), an affiliated entity, to serve as the exclusive placement agent in a private offering of the Company’s securities (the $3.00 Units – see Note 9). For the years ended December 31, 2020 and 2019, the Company paid Capital Markets $0 and $95,051, respectively, for certain documentation and placement fees and a non-accountable expense allowance for such services in accordance with the terms of the related agreement. On December 10, 2019, the Company entered into an agreement with Capital Markets to serve as the exclusive placement agent in a private offering of the Company’s securities (the “December 2019 Private Placement” – see Note 9). HCFP/Direct Investments LLC (“Direct Investments”), an affiliated entity, purchased 224,000 W Warrants in the December 2019 Private Placement on the same terms as the non-affiliated investors, which were subsequently surrendered for Convertible Notes in September 2020 (see Note 6). The Company shall pay placement agent fees and a non-accountable expense allowance for such services in accordance with the terms of the related agreement. For the year ended December 31, 2020, the Company incurred and paid expenses of $201,561, respectively, in connection with this agreement. For the year ended December 31, 2019, the Company incurred expenses of $25,000 and paid $18,500 during the year. The remaining $6,500 was included in “Accounts payable and accrued expenses” on the accompanying consolidated balance sheets as of December 31, 2019 and paid in January 2020. In January, February and May 2020, Direct Investments advanced a total of $60,662 to the Company, which were subsequently repaid in April and July 2020 in full, including $470 in interest. On April 9, 2020, one of the Company’s directors invested $7,500 in the Notes issued as part of the Company Direct Offering. On June 1, 2020, Portfolio Services was issued an aggregate principal amount of $200,000 of Notes under the Company Direct Offering as consideration for management services rendered. On June 5, 2020, the Company issued to CP18B2, an affiliated entity, 3,000,000 W Warrants in consideration of a Note Receivable (see Note 9). Related party amounts included in “Accounts payable and accrued expenses” in the accompanying consolidated balance sheets were as follows: December 31, December 31, 2020 2019 Portfolio Services 109,640 — Clil Medical Ltd. 198,530 70,197 HCFP LLC 76 645 Capital Markets — 6,500 Total 308,246 77,342 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The components of the income tax benefit are as follows: For the Years Ended December 31, 2020 2019 Current: Federal, State, Foreign $ 352 $ — Deferred: Federal 1,002,280 519,147 State 731,242 253,681 Foreign 37,875 66,458 Total deferred taxes 1,771,397 839,286 Valuation allowance (1,771,397) (839,286) Net deferred taxes $ — $ — The reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2020 and 2019 is as follows: For the Years Ended December 31, 2020 2019 Statutory federal tax $ (2,281,032) $ (564,889) Meals and entertainment 103 10,909 Stock-based compensation 9,268 11,585 In-process R&D 1,278,844 Non-deductible expenses — 28,424 State and local taxes (731,242) (252,605) Foreign taxes (29,489) (71,475) Other (17,849) (1,235) Change in valuation allowance 1,771,397 839,286 Income tax expense (benefit) $ — $ — Deferred tax assets and liabilities consist of the following: December 31, December 31, 2020 2019 Deferred tax assets: Start-up costs $ 31,244 33,848 Patents 443,456 71,585 Non-qualified stock options 161,016 78,920 Net operating losses 2,170,279 908,401 OCI – Unrealized foreign exchange loss 23,548 11,573 Foreign research costs 23,218 29,610 Interest expense 12,260 — Foreign net operating loss 95,652 55,540 Fixed assets 168 — Total deferred tax assets $ 2,960,841 $ 1,189,477 Deferred tax liabilities: Depreciation — (32) Valuation allowance (2,960,841) (1,189,445) Net deferred tax assets — — The Company has available approximately $11,000 of U.S. net operating loss carryovers which expire by 2037, and $6,262,500 and $416,000 of Federal US and foreign net operating losses carryovers, respectively, with indefinite lives. In addition, the Company has available approximately $6,273,000 of state net operating loss carryovers that begin to expire in 2037. ASC 740 requires a “more likely than not” criterion be applied when evaluating the realization of a deferred tax asset. Management does not expect that it is more likely than not that the Company will generate sufficient taxable income in future years to utilize the deferred tax assets. Accordingly, the Company has recorded a full valuation allowance against the deferred tax assets. As of December 31, 2020, the fiscal tax years 2017 through 2019 remain open to examination by the Internal Revenue Service. There are currently no federal tax examinations in progress. Under the provisions of Section 382 of the Internal Revenue Code, net operating loss and other tax attributes may be subject to limitation if there has been a significant change in ownership of the Company, as defined by the Internal Revenue Code. The 2020 IPO and future owner or equity changes could result in limitations on net operating loss and credit carryforwards. The Company has not completed a study to assess whether a change of control has occurred or whether there have been multiple changes of control since the Company’s formation due to the significant complexity and cost associated with such study and because there could be additional changes in control in the future. As a result, the Company is not able to estimate the effect of the change in control, if any, on the Company’s ability to utilize net operating loss carryforwards. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Any material subsequent events that occurred during this time have been properly recognized or disclosed in the consolidated financial statements and accompanying notes, including the Company's follow-on public offering completed in February 2021 (see Note 3), or as set forth below. On January 27, 2021, the Company announced that it intends to effectuate an exchange offer pursuant to which the Company's common stock would become exchangeable for new units ("X Units"). Each X Unit issuable pursuant to this exchange offer would be composed of one share of common stock, identical to the Company's currently outstanding common stock, and one newly-issuable warrant exercisable for one share of common stock at an exercise price of $9.00 per share. Holders of common stock would be entitled to receive one X Unit for each share of common stock tendered. Holders of common stock would be able to tender all, some or none of their common stock. Shares of common stock not tendered would remain outstanding and unmodified. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
COVID 19 Pandemic | COVID‑19 Pandemic The Company is continually monitoring the impact of the global pandemic on its business, especially since the Company conducts activities in multiple locations, both in and outside of the United States. These locations are New York City and Los Angeles in the United States and Jerusalem and Tel Aviv in Israel. At various times since the onset of the global pandemic, these locations have been severely affected by COVID‑19 and, as a result, have been subject to various requirements to stay at home and self-quarantine, as well as constraints on mobility and travel, especially international travel. In many locations, the primary focus of healthcare providers and hospitals has been to combat the virus. While the Company continues to advance its development programs, the Company is also continually assessing the impact of the global pandemic on its product development efforts, including any impact on the timing and/or costs for its clinical trials, investigational new drug (“IND”) enabling work, and other research and development activities. There is no certainty as to the length and severity of societal disruption caused by COVID‑19. Consequently, the Company does not have sufficient visibility to predict the impact of the global pandemic on its operations and overall business, including delays in the progress of its planned pre-clinical work and clinical trials, or by limiting its ability to recruit physicians or clinicians to run its clinical trials, enroll patients or conduct follow-up assessments in its clinical trials. Further, the business or operations of its strategic partners and other third parties with whom the Company conducts business may also be adversely affected by the global pandemic. The Company continues to monitor the impact of the global pandemic, including regularly reevaluating the timing of its research and development and clinical milestones. In light of the more restrictive constraints on international travel, the Company continues to adjust program emphasis and prioritization. Until the Company is able to gain greater visibility as to the impact of the global pandemic, the Company intends to commit greater resources to its existing and future programs in the United States and is slowing investment in program development outside the United States. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The consolidated financial statements include the accounts of Scopus and its subsidiaries, all of which are wholly-owned. All intercompany accounts and transactions have been eliminated. The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has irrevocably elected to avail itself of this exemption from new or revised accounting standards, and, therefore, will not be subject to the same new or revised accounting standards as public companies that are not emerging growth companies. Certain prior year amounts have been reclassified to conform to current year presentation. |
Foreign Currency | Foreign Currency The functional currency of Scopus and VSI is the US Dollar, and the functional currency of SBI is the Israeli New Shekel. All assets and liabilities of SBI are translated at the current exchange rate as of the end of the period and the related translation adjustments are recorded as a separate component of accumulated other comprehensive loss. Revenue and expenses are translated at average exchange rates in effect during the period. Foreign currency transaction gains and losses resulting from, or expected to result from, transactions denominated in a currency other than the functional currency are recognized in "General and administrative" expenses in the consolidated statements of comprehensive loss. |
Comprehensive loss | Comprehensive loss Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances, excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive loss, net of tax, consists of foreign currency translation adjustment losses of $68,067 and $33,454, as of December 31, 2020 and 2019, respectively |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates in these consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, debt, the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets, and probability of meeting certain milestones. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows, specifically related to the Convertible Notes (see Note 6) and commitments to fund research and development (see Note 7). On an ongoing basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. Due to the inherent uncertainty involved in making estimates, actual results could differ materially from those estimates. |
Cash | Cash The Company maintains its cash at major financial institutions with high credit quality. At times, the balance of its cash deposits may exceed federally insured limits, and there is no insurance on cash deposits within Israel. The Company has not experienced and does not anticipate any losses on deposits with commercial banks and financial institutions which exceed federally insured limits. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment 3 years Depreciation expense for the years ended December 31, 2020 and 2019 was $1,440 and $664, respectively. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are expensed as incurred and consist principally of internal and external costs which includes the cost of patent licenses, contract research services, laboratory supplies, in-process research and development acquired, as well as development and manufacture of preclinical compounds and consumables. |
Offering Costs | Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees directly associated with in-process capital financings as deferred offering costs. Offering costs totaling $1,451,314 were recognized as a reduction of the proceeds of the Company’s IPO on December 18, 2020, of which $627,016 were deferred as of December 31, 2019 (see Note 3). |
Financing Costs | Financing Costs The Company defers certain legal and other third-party financing costs directly associated with debt issuances as deferred financing costs. The deferred financing costs are recognized as an offset against the related issued debt and amortized using the effective interest rate method through maturity. Through December 31, 2020, the Company incurred $260,074 of financing costs which were allocated $192,787 and $67,287 to the Convertible Notes and W Warrants (see Note 6), respectively. For the year ended December 31, 2020, amortization of deferred financing costs was $95,305. As of December 31, 2019, there were no deferred financing costs. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value in accordance with U.S. GAAP. Fair value is defined as the price which would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants at the measurement date. A three-tier fair value hierarchy which prioritizes the inputs used in the valuation methodologies, are as follows: Level 1 Level 2 Level 3 As of December 31, 2020 and 2019, the carrying amounts of the Company’s financial instruments, including cash, deferred offering costs, accounts payable and accrued expenses, and convertible notes payable, approximate their respective fair value due to the short-term nature of these instruments. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method, as required by FASB ASC Topic 740, Income Taxes (“Topic 740”). The Company provides for foreign, federal, and state income taxes currently payable, as well as for those deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. Deferred tax assets and liabilities are recognized for the future tax consequences attributed to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company and VSI file a consolidated U.S. federal and combined New York State and New York City income tax return, and SBI files a foreign income tax return with the Israel Tax Authority. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. There were no uncertain tax positions as of December 31, 2020 and 2019. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for share-based payments in accordance with ASU 2018‑07— Compensation—Stock Compensation (“Topic 718”). Under Topic 718, the Company measures, and records, compensation expense related to share-based payment awards (to employees and nonemployees) based on the grant date fair value using the Black-Scholes option pricing model. Forfeitures are recognized when they occur. The Company calculates the fair value of options granted using the Black-Scholes option-pricing model using the following assumptions: Expected Volatility – Due to the lack of substantial company-specific historical and implied volatility data of its common stock, the Company has based its estimate of expected volatility on the historical volatility of a group of similar public companies. When selecting these companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Expected Term – The expected term of the Company’s options represents the period that the stock-based awards are expected to be outstanding. The Company has limited historical data upon which it can estimate the expected lives of the share-based payment awards and accordingly has used the simplified method allowable under SEC Staff Accounting Bulletin Topic 14 for employee holders and the contractual term for non-employee holders. Risk-Free Interest Rate – The risk-free interest rate is based on the implied yield currently available on US Treasury zero-coupon issues with a term that is equal to the expected term of the options at the grant date. Dividend Yield – The Company has not declared or paid dividends to date and does not anticipate declaring dividends in the foreseeable future. As such, the dividend yield has been estimated to be zero. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share attributable to common shareholders is calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding for the relevant period. Since the Company was in a loss position for all periods presented, basic net loss per share is the same as dilutive net loss per share as the inclusion of the weighted-average number of all potential dilutive common shares which consist of convertible debt, stock options and warrants, would be anti-dilutive. The following table presents the weighted-average, potentially dilutive shares that were excluded from the computation of diluted net (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Years Ended December 31, 2020 2019 Warrants 11,888,651 2,729,206 Convertible Notes (if converted) 6,415,683 — Stock options 626,633 352,005 Contingent consideration in common stock 1,425,865 — Total 20,356,832 3,081,211 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842). The FASB issued this update to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance of ASU 2016‑02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and for all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within that reporting period. The Company does not currently hold any leases and therefore its expected adoption of ASU 2016‑02 on January 1, 2022, as an emerging growth company, is not expected to have a material impact on the consolidated financial statements. In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception (“ASU 2017-11”). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. The amendments in Part I of this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, including EGCs, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. The company’s early adoption of ASU 2017-11 on January 1, 2019 did not have a material impact on the consolidated financial statements. As previously noted, the Company, as an emerging growth company, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards, which allows us to defer adoption of certain accounting standards until those standards would otherwise apply to private companies unless otherwise noted. The Company has reviewed other recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the consolidated financial statements as a result of future adoption |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of property and equipment | Property and equipment are stated at cost, less accumulated depreciation. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows: Estimated Useful Life Computer equipment 3 years |
Schedule of weighted-average, potentially dilutive shares that were excluded from the computation of diluted net (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive | The following table presents the weighted-average, potentially dilutive shares that were excluded from the computation of diluted net (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Years Ended December 31, 2020 2019 Warrants 11,888,651 2,729,206 Convertible Notes (if converted) 6,415,683 — Stock options 626,633 352,005 Contingent consideration in common stock 1,425,865 — Total 20,356,832 3,081,211 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consist of the following as of: December 31, December 31, 2020 2019 Professional fees $ 659,446 $ 559,706 Research and development expenses 305,870 61,550 Management service fees and expenses 308,246 70,197 Convertible Notes interest payable 156,014 — Other accounts payable and accrued expenses 91,989 163,088 Total accounts payable and accrued expenses $ 1,521,565 $ 854,541 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt | |
Summary of convertible notes payable | Balances related to the Convertible Notes as of December 31, 2020 included: December 31, 2020 Convertible Notes principal amount $ 2,889,835 Unamortized discount (508,622) Deferred financing costs (97,482) Convertible notes payable, net $ 2,283,731 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity | |
Summary of warrant activity | The table below summarizes all warrant activity for the year ended December 31, 2020: Weighted-average Warrants Exercise Price Outstanding at December 31, 2019 2,391,483 $ 2.10 Issued 6,996,955 4.00 Exercised — — Surrendered (504,000) 4.00 Forfeited — — Outstanding at December 31, 2020 8,884,438 $ 3.93 Warrants exercisable at December 31, 2020 250,000 $ 1.50 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock Options | |
Schedule of fair value assumptions used to calculate the fair value of stock options granted | Years Ended December 31, 2020 2019 Weighted-average common stock price $ 5.50 $ 2.00 Expected dividend rate % % Expected option term (years) 3.5 – 5.0 6.0 – 10.0 Weighted-average expected stock price volatility 80 % 87 % Risk-free interest rate 0.37 % 1.6% – 2.1 % |
Summary of Stock option activity | Stock option activity is summarized as follows for the years ended December 31, 2020 and 2019, respectively: Weighted-average Weighted-average Grant Date Options Exercise Price Fair Value Outstanding at December 31, 2018 175,000 $ 1.50 $ 0.70 Granted 425,000 3.00 1.41 Exercised — — — Forfeited — — — Outstanding at December 31, 2019 600,000 $ 2.56 $ 1.21 Granted 657,500 5.62 3.06 Exercised — — — Forfeited — — — Outstanding at December 31, 2020 1,257,500 $ 4.16 $ 2.17 Vested and exercisable at December 31, 2020 340,739 $ 2.49 $ 1.18 Unvested at December 31, 2020 916,761 $ 4.78 $ 2.54 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Schedule of related party amounts included in "Accounts payable and accrued expenses" | December 31, December 31, 2020 2019 Portfolio Services 109,640 — Clil Medical Ltd. 198,530 70,197 HCFP LLC 76 645 Capital Markets — 6,500 Total 308,246 77,342 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of components of the income tax benefit | For the Years Ended December 31, 2020 2019 Current: Federal, State, Foreign $ 352 $ — Deferred: Federal 1,002,280 519,147 State 731,242 253,681 Foreign 37,875 66,458 Total deferred taxes 1,771,397 839,286 Valuation allowance (1,771,397) (839,286) Net deferred taxes $ — $ — |
Schedule of reconciliation of the provision for income taxes at the federal statutory rate of 21% to the actual tax expense or benefit | For the Years Ended December 31, 2020 2019 Statutory federal tax $ (2,281,032) $ (564,889) Meals and entertainment 103 10,909 Stock-based compensation 9,268 11,585 In-process R&D 1,278,844 Non-deductible expenses — 28,424 State and local taxes (731,242) (252,605) Foreign taxes (29,489) (71,475) Other (17,849) (1,235) Change in valuation allowance 1,771,397 839,286 Income tax expense (benefit) $ — $ — |
Schedule of components of deferred tax assets and liabilities | December 31, December 31, 2020 2019 Deferred tax assets: Start-up costs $ 31,244 33,848 Patents 443,456 71,585 Non-qualified stock options 161,016 78,920 Net operating losses 2,170,279 908,401 OCI – Unrealized foreign exchange loss 23,548 11,573 Foreign research costs 23,218 29,610 Interest expense 12,260 — Foreign net operating loss 95,652 55,540 Fixed assets 168 — Total deferred tax assets $ 2,960,841 $ 1,189,477 Deferred tax liabilities: Depreciation — (32) Valuation allowance (2,960,841) (1,189,445) Net deferred tax assets — — |
Organization and Description _2
Organization and Description of the Business - Going concern (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Description of the Business | ||
Net loss | $ (10,862,292) | $ (2,689,949) |
Accumulated deficit | (14,501,739) | (3,639,447) |
Net cash used in operating activities | $ (2,525,289) | $ (2,120,402) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Comprehensive loss, Offering and financing costs (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line items] | ||
Accumulated other comprehensive loss, net of tax | $ 68,067 | $ 33,454 |
Estimated Useful Life of Computer equipment | 3 years | |
Depreciation | $ 1,440 | 664 |
Offering costs | 4,900 | 236,705 |
Deferred offering costs | 627,016 | |
Incurred deferred financing costs, gross | 260,074 | |
Amortization of deferred financing costs | 95,305 | |
Deferred financing costs | $ 0 | |
Convertible Notes | ||
Summary Of Significant Accounting Policies [Line items] | ||
Incurred deferred financing costs, gross | 192,787 | |
Series W Warrants | ||
Summary Of Significant Accounting Policies [Line items] | ||
Incurred deferred financing costs, gross | 67,287 | |
IPO | ||
Summary Of Significant Accounting Policies [Line items] | ||
Offering costs | $ 1,451,314 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Weighted average potentially dilutive shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 20,356,832 | 3,081,211 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11,888,651 | 2,729,206 |
Convertible Notes (if converted) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 6,415,683 | |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 626,633 | 352,005 |
Contingent consideration in common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,425,865 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 10, 2021 | Dec. 18, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Sale of Stock | ||||
Offering costs | $ 4,900 | $ 236,705 | ||
IPO | ||||
Sale of Stock | ||||
Number of shares issued (in shares) | 575,000 | |||
Offering price (per share) | $ 5.50 | |||
Gross proceeds | $ 3,162,500 | |||
Net proceeds | 1,711,186 | |||
Offering costs | $ 1,451,314 | |||
Follow-on public offering | Subsequent Event | ||||
Sale of Stock | ||||
Number of shares issued (in shares) | 1,150,000 | |||
Gross proceeds | $ 10,350,000 | |||
Net proceeds | 9,150,000 | |||
Offering costs | $ 1,200,000 | |||
Offering price (per share) | $ 9 |
Bioscience Oncology Transacti_2
Bioscience Oncology Transaction (Details) shares in Millions, $ in Millions | Jun. 10, 2020USD ($)shares |
Business Acquisition [Line Items] | |
Upfront expense | $ 7.2 |
Paid in cash | 0.9 |
Common stock issued | $ 5.9 |
Contingent consideration payable in shares | shares | 2.5 |
Series W Warrants | |
Business Acquisition [Line Items] | |
Warrants issued | $ 0.5 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Professional fees | $ 659,446 | $ 559,706 |
Research and development expenses | 305,870 | 61,550 |
Management service fees and expenses | 308,246 | 70,197 |
Convertible Notes interest payable | 156,014 | |
Other accounts payable and accrued expenses | 91,989 | 163,088 |
Total accounts payable and accrued expenses | 1,521,565 | 854,541 |
Accounts payable and accrued expenses | ||
Related party balances | $ 308,246 | $ 77,342 |
Debt - Private Placement (Detai
Debt - Private Placement (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2020 | Dec. 31, 2020 | Dec. 10, 2019 | |
Debt Instrument [Line Items] | |||
Principal amount | $ 3,000,000 | ||
Aggregate initial principal amount issued | $ 2,001,605 | ||
Deferred financing costs, gross | 260,074 | ||
Convertible Notes | |||
Debt Instrument [Line Items] | |||
Annual interest rate | 10.00% | ||
Conversion price per warrant | $ 0.50 | ||
Aggregate initial principal amount issued | 2,889,835 | ||
Net cash proceeds from issuance of convertible notes | 1,741,531 | ||
Issuance costs | 260,074 | ||
Deferred financing costs, gross | 192,787 | ||
Series W Warrants | |||
Debt Instrument [Line Items] | |||
Number of warrants for each $1.00 of initial principal | 1 | ||
Net cash proceeds from issuance of convertible notes | 67,287 | ||
Deferred financing costs, gross | $ 67,287 | ||
December 2019 Private Placement | Series W Warrants | |||
Debt Instrument [Line Items] | |||
Purchase price per warrant | $ 0.50 |
Debt - Company Direct Offering
Debt - Company Direct Offering (Details) - USD ($) | 5 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Aggregate initial principal amount issued | $ 2,001,605 | |
Number of warrants | 6,996,955 | |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Aggregate initial principal amount issued | $ 2,889,835 | |
Net cash proceeds from issuance of convertible notes | 1,741,531 | |
Series W Warrants | ||
Debt Instrument [Line Items] | ||
Net cash proceeds from issuance of convertible notes | $ 67,287 | |
Series W Warrants | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Number of warrants | 2,889,835 | |
Company Direct Offering | Convertible Notes | ||
Debt Instrument [Line Items] | ||
Aggregate initial principal amount issued | $ 636,230 | |
Net cash proceeds from issuance of convertible notes | $ 187,500 |
Debt - December 2019 Private Pl
Debt - December 2019 Private Placement (Details) - December 2019 Private Placement - USD ($) | Sep. 28, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Aggregate principal amount of notes issued in exchange of warrants surrendered | $ 252,000 | |
Series W Warrants | ||
Debt Instrument [Line Items] | ||
Number of warrants surrendered in exchange for $1.00 of initial principal amount of Convertible Notes | 2 | |
Number of warrants surrendered in exchange for Convertible Note | 504,000 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |
Aggregate initial principal amount issued | $ 2,001,605 |
Convertible Notes | |
Debt Instrument [Line Items] | |
Aggregate initial principal amount issued | 2,889,835 |
Issuance costs | 260,074 |
Fair value of convertible debt | 1,733,769 |
Fair value of warrants outstanding | 895,992 |
Debt discount and deferred financing costs, amortized as interest expense | $ 1,156,066 |
Debt - Summary of convertible n
Debt - Summary of convertible notes payable (Details) | Dec. 31, 2020USD ($) |
Debt | |
Convertible Notes principal amount | $ 2,889,835 |
Unamortized discount | (508,622) |
Deferred financing costs | (97,482) |
Convertible notes payable, net | $ 2,283,731 |
Debt - Interest expense (Detail
Debt - Interest expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt | ||
Interest expense, net | $ 705,976 | |
Interest expense | 156,014 | |
Debt discount and amortization of deferred financing costs | $ 549,962 | $ 0 |
Research and Development Agre_2
Research and Development Agreements - Agreement Related to Intellectual Property Rights (Details) - Patent License Agreement - Licensor - VSI - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 | Jan. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2017 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Sponsored research fees | $ 26,720 | $ 25,920 | |||
Minimum annual royalty payable | $ 25,000 | ||||
Minimum annual royalty payments | $ 25,000 | $ 25,000 | |||
Prepaid royalty expense | $ 25,000 | ||||
Subsequent Event | |||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||
Minimum annual royalty payments | $ 25,000 |
Research and Development Agre_3
Research and Development Agreements - Cooperative Research and Development Agreement (Details) - Cooperative Research and Development Agreement - VSI - National Institutes of Health | May 07, 2019USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Number of equal payments made | item | 2 | ||
Payments made | $ 55,870 | ||
Amount outstanding subject to delivery of final research results | $ 55,870 | $ 24,831 | |
Fees incurred | $ 31,039 | $ 80,701 |
Research and Development Agre_4
Research and Development Agreements - Memorandums of Understanding (Details) - SBI - Yissum Research Development Company - Memorandums of Understanding | Jul. 28, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 08, 2019USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Number of Memorandums of Understanding | 2 | |||
Fees incurred | $ 29,768 | $ 215,740 | ||
Prepaid license fees | $ 29,646 | |||
Development milestone payments tied to regulated products | $ 1,225,000 | |||
Development milestone payments tied to non-regulated products | $ 100,000 | |||
Milestone payments obligation | $ 0 |
Research and Development Agre_5
Research and Development Agreements - City of Hope License Agreement and Sponsored Research Agreement (Details) - City of Hope License Agreement - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Development and product approval milestones | $ 3,525,000 | |
City of Hope | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||
Term of contract | 2 years | |
Sponsored research fees | $ 138,889 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred and common (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Equity | ||
Preferred Stock, Shares Authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred Stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 |
Common Stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Aggregate purchase price | $ 3,162,500 | $ 0 |
Common Stock, Number of Votes per share | $ 1 |
Stockholders' Equity - Equity u
Stockholders' Equity - Equity units (Details) - USD ($) | Feb. 04, 2020 | Jun. 11, 2019 | May 06, 2019 | Jul. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||||
Proceeds from exercise of warrants | $ 0 | $ 858,855 | |||||
Private Placement | $1.50 Unit Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants (in dollars per share) | $ 1 | ||||||
$1.50 Units | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Number of units issued (in shares) | 717,328 | 16,005 | |||||
Net proceeds | $ 1,071,230 | ||||||
Advance deposit for equity units | $ 24,008 | ||||||
$1.50 Units | Private Placement | $1.50 Unit Warrants | |||||||
Class of Stock [Line Items] | |||||||
Net proceeds | $ 858,855 | ||||||
Number of warrants exercised | 858,855 | ||||||
$1.50 Units issued in January 2019 | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Price per unit (in dollars per unit) | $ 1.50 | ||||||
Number of warrants in each unit (in shares) | 2 | ||||||
Net proceeds | $ 24,008 | ||||||
$3.00 Units | Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Units offered, maximum (in shares) | 200,000 | ||||||
Price per unit (in dollars per unit) | $ 3 | ||||||
Number of units issued (in shares) | 150,169 | ||||||
Net proceeds | $ 330,132 | ||||||
$3.00 Units | Private Placement | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares in each unit (in shares) | 1 | ||||||
$3.00 Units | Private Placement | $3.00 Unit Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants in each unit (in shares) | 2 | ||||||
Series A Units | |||||||
Class of Stock [Line Items] | |||||||
Units offered, maximum (in shares) | 200,000 | ||||||
Price per unit (in dollars per unit) | $ 5 | ||||||
Number of units issued (in shares) | 21,906 | ||||||
Net proceeds | $ 104,830 | ||||||
Series A Units | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares in each unit (in shares) | 1 | ||||||
Series A Units | Series W Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants in each unit (in shares) | 2 | ||||||
Exercise price of warrants (in dollars per share) | $ 4 | ||||||
Series B Unit | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of shares in each unit (in shares) | 1 | ||||||
Series B Unit | Series W Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of shares/units called by each warrant (in shares) | 1 | ||||||
Series B Unit | Series Z Warrant | |||||||
Class of Stock [Line Items] | |||||||
Number of warrants in each unit (in shares) | 1 | ||||||
Exercise price of warrants (in dollars per share) | $ 5 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) | Sep. 28, 2020shares | Jun. 05, 2020USD ($)shares | Apr. 01, 2020shares | Dec. 10, 2019$ / sharesshares | Aug. 08, 2019shares | Mar. 05, 2019shares | Jan. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018shares | Oct. 03, 2018$ / sharesshares |
Class of Warrant or Right [Line Items] | ||||||||||||
Stock-based compensation expense related to Warrant shares | $ | $ 270,407 | $ 124,498 | ||||||||||
Number of warrants | 6,996,955 | |||||||||||
Series W Warrants | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants issued to satisfy an outstanding account payable for legal services rendered | 100,000 | |||||||||||
Series W Warrants | HCFP/Capital Partners 18-B-2 LLC ("CP18B2") | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants | 3,000,000 | |||||||||||
Notes receivable in exchange for warrants issued | $ | $ 1,500,000 | |||||||||||
Notes receivable, interest rate (as a percent) | 1.00% | |||||||||||
Series W Warrants | Convertible Notes | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants | 2,889,835 | |||||||||||
Series W Warrants | December 2019 Private Placement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Purchase price per warrant | $ / shares | $ 0.50 | |||||||||||
Maximum number of warrants offered | 1,000,000 | |||||||||||
Number of warrants | 4,000 | 500,000 | ||||||||||
Net proceeds from issuance of warrants | $ | $ 1,800 | $ 138,432 | ||||||||||
Number of warrants surrendered in exchange for Convertible Note | 504,000 | |||||||||||
Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Estimated fair value of warrant shares | $ / shares | $ 0.59 | |||||||||||
Yissum Research Development Company | Fair value of underlying common stock | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Measurement input of warrants | $ / shares | 1 | |||||||||||
Yissum Research Development Company | Contractual life | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Measurement input of warrants, years | 7 years | |||||||||||
Yissum Research Development Company | Risk free interest rate | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Measurement input of warrants | 3.06 | |||||||||||
Yissum Research Development Company | Volatility | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Measurement input of warrants | 68 | |||||||||||
Yissum Research Development Company | Dividend yield | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Measurement input of warrants | 0 | |||||||||||
Yissum Research Development Company | Exercisable upon probable execution of a license agreement | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by warrant shares | 50,000 | |||||||||||
Memorandums of Understanding | Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Purchase price per warrant | $ / shares | $ 1.50 | |||||||||||
Memorandums of Understanding | Yissum Research Development Company | Immediately exercisable upon issuance of warrant | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by warrant shares | 50,000 | |||||||||||
License agreements | Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Stock-based compensation expense related to Warrant shares | $ | $ 89,151 | |||||||||||
License agreement, one | Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by warrant shares | 50,000 | |||||||||||
Number of warrants vested | 50,000 | |||||||||||
License agreement, two | Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of warrants vested | 100,000 | |||||||||||
Maximum | Memorandums of Understanding | Yissum Research Development Company | ||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||
Number of shares called by warrant shares | 450,000 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of warrant activity (Details) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Warrants | |
Outstanding, Beginning balance | shares | 2,391,483 |
Warrants issued | shares | 6,996,955 |
Surrendered | shares | (504,000) |
Outstanding, Ending balance | shares | 8,884,438 |
Warrants exercisable | shares | 250,000 |
Weighted-average Exercise Price | |
Outstanding, Beginning balance | $ / shares | $ 2.10 |
Issued | $ / shares | 4 |
Surrendered | $ / shares | 4 |
Outstanding, Ending balance | $ / shares | 3.93 |
Warrants exercisable | $ / shares | $ 1.50 |
Remaining contractual term of the outstanding warrants | 5 years 8 months 12 days |
Stock Options - Fair value of s
Stock Options - Fair value of stock options granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 3 years 6 months | 6 years |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term (years) | 5 years | 10 years |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-average common stock price | $ 5.50 | $ 2 |
Expected dividend rate | 0.00% | 0.00% |
Weighted-average expected stock price volatility | 80.00% | 87.00% |
Risk-free interest rate | 0.37% | |
Stock options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.60% | |
Stock options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.10% |
Stock Options - Stock option ac
Stock Options - Stock option activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Options | ||
Outstanding at Beginning Balance | 600,000 | 175,000 |
Granted | 657,500 | 425,000 |
Outstanding at Ending Balance | 1,257,500 | 600,000 |
Vested and exercisable at December 31, 2020 | 340,739 | |
Unvested at December 31, 2020 | 916,761 | |
Weighted-average Exercise Price | ||
Outstanding Beginning Balance | $ 2.56 | $ 1.50 |
Granted | 5.62 | 3 |
Outstanding at Ending Balance | 4.16 | 2.56 |
Vested and exercisable at December 31, 2020 | 2.49 | |
Unvested at December 31, 2020 | 4.78 | |
Weighted-average Grant Date Fair Value | ||
Outstanding at Beginning Balance | 1.21 | 0.70 |
Granted | 3.06 | 1.41 |
Outstanding at Ending Balance | 2.17 | $ 1.21 |
Vested and exercisable at December 31, 2020 | 1.18 | |
Unvested at December 31, 2020 | $ 2.54 |
Stock Options - Additional Info
Stock Options - Additional Information (Details) - USD ($) | Sep. 24, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation associated with vesting options | $ 270,407 | $ 124,498 | |
Total unrecognized stock-based compensation expense | $ 2,140,896 | ||
Remaining weighted-average contractual vesting term | 2 years 4 months 10 days | ||
Stock options granted | 657,500 | 425,000 | |
IPO | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted | 57,500 | ||
2018 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares reserved for future issuance | 1,000,000 | ||
Increase in shares reserved for future issuance | 2,400,000 | ||
Vesting period (in years) | 3 years |
Related Party Transactions - Po
Related Party Transactions - Portfolio Services (Details) - Portfolio Services - USD ($) | Jul. 01, 2020 | Jun. 30, 2020 | Jul. 01, 2019 | Jun. 30, 2019 | May 01, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||
Monthly expense from related party transaction | $ 50,000 | $ 40,000 | $ 40,000 | $ 25,000 | $ 3,000 | $ 1,500 | ||
Expense from related party transaction | $ 576,000 | $ 420,000 | ||||||
Amounts prepaid | 0 | 40,000 | ||||||
Amounts payable | $ 109,000 | $ 0 |
Related Party Transactions - Cl
Related Party Transactions - Clil Medical Ltd (Details) - Clil Medical Ltd - USD ($) | Jan. 01, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||
Management services agreement term | 1 year | |||
Management services agreement, renewal term | 1 year | |||
Monthly expense from related party transaction | $ 25,000 | $ 10,000 | ||
Expense from related party transaction | $ 128,333 | $ 301,442 | ||
Amounts payable | $ 198,530 | $ 70,197 |
Related Party Transactions - Ki
Related Party Transactions - Kiliniwata Investments Pty, Ltd (Details) - Kiliniwata Investments Pty, Ltd - USD ($) | Jun. 10, 2020 | Dec. 31, 2020 |
Related Party Transaction [Line Items] | ||
Expense from related party transaction | $ 12,500 | $ 58,333 |
Amounts payable | $ 0 |
Related Party Transactions - HC
Related Party Transactions - HCFP/Strategy Advisors LLC (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
HCFP/Strategy Advisors LLC | ||
Related Party Transaction [Line Items] | ||
Expense from related party transaction | $ 0 | $ 200,000 |
Related Party Transactions - _2
Related Party Transactions - HCFP/Capital Markets LLC (Details) - USD ($) | Jun. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
$3.00 Units | Private Placement | |||
Related Party Transaction [Line Items] | |||
Price per unit (in dollars per unit) | $ 3 | ||
HCFP/Capital Markets LLC | |||
Related Party Transaction [Line Items] | |||
Expense from related party transaction | $ 0 | $ 95,051 | |
HCFP/Capital Markets LLC | $3.00 Units | Private Placement | |||
Related Party Transaction [Line Items] | |||
Price per unit (in dollars per unit) | $ 3 |
Related Party Transactions - _3
Related Party Transactions - HCFP/Direct Investments LLC (Details) - USD ($) | Dec. 10, 2019 | Jul. 31, 2020 | May 31, 2020 | Apr. 30, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||||||||
Number of warrants | 6,996,955 | ||||||||
December 2019 Private Placement | Series W Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants | 4,000 | 500,000 | |||||||
HCFP/Direct Investments LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayments of advances from related party | $ 60,662 | $ 60,662 | $ 60,662 | ||||||
Repayments of interest on advances from related party | $ 470 | $ 470 | |||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 6,500 | $ 201,561 | $ 25,000 | ||||||
Payment of related party expenses | $ 18,500 | ||||||||
HCFP/Direct Investments LLC | December 2019 Private Placement | Series W Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of warrants | 224,000 |
Related Party Transactions - Di
Related Party Transactions - Directors (Details) - USD ($) | Jun. 05, 2020 | Dec. 31, 2020 | Jun. 01, 2020 | Apr. 09, 2020 |
Related Party Transaction [Line Items] | ||||
Warrants issued | 6,996,955 | |||
Directors | ||||
Related Party Transaction [Line Items] | ||||
Notes issued to related party | $ 7,500 | |||
Portfolio Services | ||||
Related Party Transaction [Line Items] | ||||
Notes issued to related party | $ 200,000 | |||
HCFP/Capital Partners 18-B-2 LLC ("CP18B2") | Series W Warrants | ||||
Related Party Transaction [Line Items] | ||||
Warrants issued | 3,000,000 |
Related Party Transactions - Su
Related Party Transactions - Summary of related party amounts (Details) - Accounts payable and accrued expenses - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Related party balances | $ 308,246 | $ 77,342 |
Portfolio Services | ||
Related Party Transaction [Line Items] | ||
Related party balances | 109,640 | |
Clil Medical Ltd | ||
Related Party Transaction [Line Items] | ||
Related party balances | 198,530 | 70,197 |
HCFP LLC | ||
Related Party Transaction [Line Items] | ||
Related party balances | $ 76 | 645 |
HCFP/Capital Markets LLC | ||
Related Party Transaction [Line Items] | ||
Related party balances | $ 6,500 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal, State, Foreign | $ 352 | |
Deferred: | ||
Federal | 1,002,280 | $ 519,147 |
State | 731,242 | 253,681 |
Foreign | 37,875 | 66,458 |
Total deferred taxes | 1,771,397 | 839,286 |
Valuation allowance | $ (1,771,397) | $ (839,286) |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Statutory federal tax | $ (2,281,032) | $ (564,889) |
Meals and entertainment | 103 | 10,909 |
Stock-based compensation | 9,268 | 11,585 |
In-process R&D | 1,278,844 | |
Non-deductible expenses | 28,424 | |
State and local taxes | (731,242) | (252,605) |
Foreign taxes | (29,489) | (71,475) |
Other | (17,849) | (1,235) |
Change in valuation allowance | $ 1,771,397 | $ 839,286 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Start-up costs | $ 31,244 | $ 33,848 |
Patents | 443,456 | 71,585 |
Non-qualified stock options | 161,016 | 78,920 |
Net operating losses | 2,170,279 | 908,401 |
OCI - Unrealized foreign exchange loss | 23,548 | 11,573 |
Foreign research costs | 23,218 | 29,610 |
Interest expense | 12,260 | |
Foreign net operating loss | 95,652 | 55,540 |
Fixed assets | 168 | |
Total deferred tax assets | 2,960,841 | 1,189,477 |
Deferred tax liabilities: | ||
Depreciation | (32) | |
Valuation allowance | $ (2,960,841) | $ (1,189,445) |
Income Taxes (Details)
Income Taxes (Details) | Dec. 31, 2020USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, subject to expiration | $ 11,000 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, not subject to expiration | 6,262,500 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, not subject to expiration | 416,000 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryovers, subject to expiration | $ 6,273,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Common Stock | Jan. 27, 2021$ / sharesshares |
Subsequent Event [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 9 |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1 |