Scopus BioPharma (SCPS) 10-Q 17 May 21 2021 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2021	May 14, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,727,597
Entity Central Index Key	0001772028
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash	$ 8,255,768	$ 1,832,100
Prepaid expenses and other current assets	369,296	139,639
Total current assets	8,625,064	1,971,739
Property and equipment, net	1,905	2,329
Total assets	8,626,969	1,974,068
Current liabilities
Accounts payable and accrued expenses	1,935,602	1,521,565
Convertible notes payable, net	2,543,490	2,283,731
Total current liabilities	4,479,092	3,805,296
COMMITMENTS AND CONTINGENCIES (NOTE 7)
Stockholders' equity (deficit):
Preferred stock, $0.001 par value; 20,000,000 shares authorized; zero shares issued and outstanding	0	0
Common stock, $0.001 par value; 50,000,000 shares authorized; 15,727,597 and 14,577,597 shares issued and outstanding	15,728	14,578
Additional paid-in capital	23,587,284	14,224,000
Note receivable	(1,500,000)	(1,500,000)
Accumulated deficit	(17,907,046)	(14,501,739)
Accumulated other comprehensive loss	(48,089)	(68,067)
Total stockholders' equity (deficit)	4,147,877	(1,831,228)
Total liabilities and stockholders' equity (deficit)	$ 8,626,969	$ 1,974,068

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
CONDENSED 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	15,727,597	14,577,597
Common stock, shares outstanding	15,727,597	14,577,597

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Revenues	$ 0	$ 0
Operating expenses:
General and administrative	1,818,805	568,960
Research and development	1,254,497	50,284
Total operating expenses	3,073,302	619,244
Loss from operations	(3,073,302)	(619,244)
Other expense:
Interest expense	(332,005)	(6,892)
Net loss	(3,405,307)	(626,136)
Comprehensive income:
Foreign currency translation adjustment	19,978	14,190
Total comprehensive loss	$ (3,385,329)	$ (611,946)
Net loss per common share:
Basic and diluted	$ (0.22)	$ (0.05)
Weighted-average common shares outstanding:
Basic and diluted	15,337,041	12,509,024

CONDENSED CONSOLIDATED STATEM_2

CONDENSED 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, 2019	$ 12,509	$ 3,577,533		$ (3,639,447)	$ (33,454)	$ (82,859)
Beginning Balance (in shares) at Dec. 31, 2019	12,509,024
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of warrants - net of issuance costs		1,800				1,800
Issuance of warrants with Convertible Notes		43,333				43,333
Stock-based compensation expense		60,255				60,255
Foreign currency translation adjustment					14,190	14,190
Net loss				(626,136)		(626,136)
Ending Balance at Mar. 31, 2020	$ 12,509	3,682,921		(4,265,583)	(19,264)	(589,417)
Ending Balance (in shares) at Mar. 31, 2020	12,509,024
Beginning Balance at Dec. 31, 2020	$ 14,578	14,224,000	$ (1,500,000)	(14,501,739)	(68,067)	(1,831,228)
Beginning Balance (in shares) at Dec. 31, 2020	14,577,597
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock - net of issuance costs of $1,168,900	$ 1,150	9,179,950				9,181,100
Issuance of common stock - net of issuance costs of $1,168,900 (in shares)	1,150,000
Stock-based compensation expense		183,334				183,334
Foreign currency translation adjustment					19,978	19,978
Net loss				(3,405,307)		(3,405,307)
Ending Balance at Mar. 31, 2021	$ 15,728	$ 23,587,284	$ (1,500,000)	$ (17,907,046)	$ (48,089)	$ 4,147,877
Ending Balance (in shares) at Mar. 31, 2021	15,727,597

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Common Stock
Issuance costs	$ 1,168,900
Warrants
Issuance costs		$ 200

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities:
Net loss	$ (3,405,307)	$ (626,136)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	372	356
Stock-based compensation	183,334	60,255
Amortization of debt issuance costs and debt discount	259,759	5,360
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(229,658)	64,594
Accounts payable and accrued expenses	394,690	368,826
Net cash used in operating activities	(2,796,810)	(126,745)
Cash flows from financing activities:
Gross proceeds from issuance of common stock	10,350,000	0
Issuance costs related to the issuance of common stock	(1,149,775)	0
Gross proceeds from issuance of Convertible Notes and warrants	0	130,000
Issuance costs related to the issuance of Convertible Notes and warrants	0	(27,977)
Gross proceeds from issuance of units and warrants	0	2,000
Issuance costs related to the issuance of units and warrants	0	(200)
Payment of deferred offering costs	0	(23,000)
Net cash provided by financing activities	9,200,225	80,823
Effects of changes in foreign currency exchange rates on cash	20,253	13,969
Net increase (decrease) in cash	6,423,668	(31,953)
Cash, beginning of period	1,832,100	36,747
Cash, end of period	8,255,768	4,794
Non-cash financing activity:
Offering costs in accounts payable and accrued expenses	$ 19,125	$ 322

Organization and Description of

Organization and Description of the Business	3 Months Ended
	Mar. 31, 2021
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. Its other 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. 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 common stock, convertible notes, and warrants (sees Notes 3, 5, and 8). 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 $3,405,307 for the three months ended March 31, 2021 and had an accumulated deficit of $17,907,046 as of March 31, 2021. The Company’s net cash used in operating activities was $2,796,810 for the three months ended March 31, 2021. Further, while the Company has raised significant cash proceeds from a public offering (see Note 3), the Company still has significant obligations related to the Company's Convertible Notes (see Note 5), certain research and development agreements (see Note 6), 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 securities, securing research and development grants, generating sufficient revenues, and controlling the Company’s 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 ongoing pandemic related to 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, employees, and vendors which could result in negative impacts to operational and financial results. Accordingly, management has concluded this raises substantial doubt of the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. The Company’s condensed 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 condensed 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 inside 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 application (“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	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies The Company's accounting policies are the same as those described in Note 2 to the Company's Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission ("SEC") on March 29, 2021, as amended on April 29, 2021 (collectively, "the 2020 10-K"). 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. The Company has reviewed recent accounting pronouncements and concluded they are either not applicable to the business or no material effect is expected on the condensed consolidated financial statements as a result of future adoption. Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. In management’s opinion, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. All significant intercompany transactions have been eliminated upon consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. The financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s 2020 10-K. The accompanying balance sheet at December 31, 2020 has been derived from the audited balance sheet at December 31, 2020 contained in the Company’s 2020 10-K. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, 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. 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. Offering Costs Offering costs totaling $1,168,900 were recognized as a reduction of the proceeds of the Company's follow-on public offering completed in February 2021 (See Note 3). 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: Three months ended March 31, 2021 2020 Warrants 17,318,876 4,444,314 Convertible Notes (if converted) 12,279,726 208,568 Stock options 1,337,111 600,000 Contingent consideration in common stock 2,533,333 — Total 33,469,046 5,252,882

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2021
Public Offering
Public Offering	3. Public Offering 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 received aggregate net proceeds of $9,181,100, after deducting offering costs of $1,168,900, related to the follow-on public offering.

Accounts payable and accrued ex

Accounts payable and accrued expenses	3 Months Ended
	Mar. 31, 2021
Accounts payable and accrued expenses
Accounts payable and accrued expenses	4. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following as of: March 31, December 31, 2021 2020 Professional fees $ 1,046,427 $ 659,446 Research and development expenses 309,769 305,870 Management service fees and expenses 198,530 308,246 Convertible Notes interest payable 230,599 156,014 Other accounts payable and accrued expenses 150,277 91,989 Total accounts payable and accrued expenses $ 1,935,602 $ 1,521,565 Amounts due to related parties included in accounts payable and accrued expenses totaled $199,999 and $308,246 as of March 31, 2021 and December 31, 2020, respectively (see Note 10).

Debt

Debt	3 Months Ended
	Mar. 31, 2021
Debt
Debt	5. Debt In April 2020, the Company amended the terms of its December 2019 Private Placement (see Note 8) 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. Between June 2020 and September 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 8), 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 included the following as of: March 31, December 31, 2021 2020 Convertible Notes principal amount $ 2,889,835 2,889,835 Unamortized discount (290,641) (508,622) Deferred financing costs (55,704) (97,482) Convertible notes payable, net $ 2,543,490 $ 2,283,731 Interest expense for the three months ended March 31, 2021 and 2020 totaled $332,005 and $6,624, respectively, and is included in “Interest expense” in the accompanying condensed consolidated statements of comprehensive loss. For the three months ended March 31, 2021 and 2020, interest expense includes $72,246 and $1,264, respectively, of interest expense and $259,759 and $5,360, respectively, of debt discount and amortization of deferred financing costs.

Research and Development Agreem

Research and Development Agreements	3 Months Ended
	Mar. 31, 2021
Research and Development Agreements
Research and Development Agreements	6. 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 $5,017 and $6,680 for the three months ended March 31, 2021 and 2020, respectively. These costs are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. Pursuant to the terms of the Patent License Agreement, VSI is required to make minimum annual royalty payments on January 1 of each calendar year, which shall be credited against any earned royalties due for sales made in that year, throughout the term of the Patent License Agreement. For the three months ended March 31, 2021 and 2020, $6,250 of this prepaid royalty expense was recognized in each period in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. The third annual payment of $25,000 was made in January 2021, of which the remaining $18,750 is included in “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets. 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 March 31, 2021, 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 March 31, 2021, 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 March 31, 2021, 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 March 31, 2021 and December 31, 2020, the second payment of $55,870, which is subject to delivery of final research results, is included in “Accounts payable and accrued expenses” on the accompanying condensed consolidated balance sheet. Total expenses incurred in connection with the CRADA Agreement for the three months ended March 31, 2021 and 2020 amounted to $0 and $31,039, respectively. These expenses are included in “Research and development” expenses in the accompanying consolidated statements of comprehensive loss. As of March 31, 2021 and December 31, 2020, $55,870 and $55,870, respectively, were recognized in “Accounts payable and accrued expenses” in the accompanying condensed consolidated balance sheets. 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 three months ended March 31, 2021 and 2020 amounted to $0 and $12,565, respectively. These fees are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. 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 March 31, 2021, 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 March 31, 2021, 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 March 31, 2021 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 as part of the Bioscience Oncology Pty., Ltd. ("Bioscience Oncology") acquisition in June 2020. 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 March 31, 2021, 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 $62,500 and $0 for the three months ended March 31, 2021 and 2020 , respectively. These expenses are included in "Research and development" expenses in the accompanying condensed consolidated statements of comprehensive loss. In March 2021, the Company incurred costs of and paid to City of Hope approximately $1.2 million relating to the clinical lot manufacturing and IND preparation costs for the Company's STAT3 Inhibitor. In addition, the Company agreed to pay $10,000 per month to City of Hope for certain project management and regulatory services relating to the planned Phase 1 clinical trial for the STAT3 Inhibitor through June 2021. These expenses are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	7. 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 6 for further information regarding these agreements. Legal Proceedings Except as hereinafter set forth, the Company is not a party to any litigation. On April 7, 2021, Morris C. Laster, M.D., a co-founder of the Company, filed a Schedule 13D in which he claims sole beneficial ownership of certain shares. Such Schedule 13D sets forth that Dr. Laster has initiated litigation against the Company in the Delaware Court of Chancery with respect to ownership of 3,500,000 shares of the Company’s common stock. The Company has moved to dismiss this lawsuit in its entirety. The Schedule 13D also provides that Dr. Laster has determined to vote against the future election of members of the Company’s board of directors. Separate from the foregoing, the Company and Dr. Laster do not agree on numerous other matters, which creates the potential for additional litigation. The Company does not currently have any contingency reserves established for any potential litigation liabilities. Nonetheless, litigation is highly unpredictable and the costs of litigation, including legal fees and expenses, could be significant. Given the inherent uncertainties, the Company may become subject to liabilities, including monetary damages. Any such liabilities could have a material adverse impact on the Company’s business, financial position, results of operations and cash flows. See Note 10.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2021
Stockholders' Equity
Stockholders' Equity	8. 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 March 31, 2021. 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 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. Warrants On June 5, 2020, the Company issued to HCFP/Capital Partners 18‑B‑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. During the three months ended March 31, 2021, no warrants were issued, exercised, or forfeited. As of March 31, 2021, 8,884,438 warrants were outstanding at a weighted-average exercise price of $3.93, and 250,000 warrants were exercisable at a weighted-average exercise price of $1.50. As of March 31, 2021, the remaining contractual term of the outstanding warrants was 5.45 years. Contingent Common Stock As a result of the Company’s acquisition of Bioscience Oncology on June 10, 2020, the previous shareholders of Bioscience Oncology are eligible to receive additional contingent consideration of up to approximately 2.5 million shares of common stock upon the achievement of specified milestones, which will be recorded when it is determined the corresponding milestones are probable to be achieved.

Stock Options

Stock Options	3 Months Ended
	Mar. 31, 2021
Stock Options
Stock Options	9. 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 follow-on offering (See Note 3), the Company granted options to purchase 115,000 shares of the Company's common stock to the underwriter. Stock option activity is summarized as follows for the three months ended March 31, 2021: Weighted- Weighted- average average Grant Options Exercise Price Date Fair Value Outstanding at December 31, 2020 1,257,500 $ 4.16 $ 2.17 Granted 115,000 11.25 6.55 Exercised — — — Forfeited (100,000) 5.50 2.95 Outstanding at March 31, 2021 1,272,500 $ 4.70 $ 2.51 Vested and exercisable at March 31, 2021 430,972 $ 2.78 $ 1.36 Unvested at March 31, 2021 841,528 $ 5.68 $ 3.10 Stock-based compensation associated with vesting options was $183,334 and $60,255 for the three months ended March 31, 2021 and 2020, respectively. This cost is included in “General and administrative” expenses in the accompanying condensed consolidated statements of comprehensive loss. As of March 31, 2021 total unrecognized stock-based compensation expense was $1,668,835 and is expected to be recognized over the remaining weighted-average contractual vesting term of 1.62 years.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2021
Related Party Transactions
Related Party Transactions	10. 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 is $50,000 effective July 1, 2020. The monthly facilities fee is $3,000 effective May 1, 2019. For the three months ended March 31, 2021 and 2020, the Company incurred expenses of $159,000 and $129,000, respectively, related to this management services agreement. The costs are included in “General and administrative” expenses in the accompanying condensed consolidated statements of comprehensive loss. Amounts payable to Portfolio Services as of March 31, 2021 and December 31, 2020 were $0 and $109,640, respectively, and are included in “Accounts payable and accrued expenses” on the accompanying condensed consolidated balance sheets. Pursuant to a management services agreement with Clil Medical Ltd. (“Clil”), an affiliate of Dr. Laster, Dr. Laster was obligated to provide executive and other management services to the Company. This management services agreement was terminated in June 2020. Concurrently, Dr. Laster resigned as Co-Chairman and as a director, but continued to serve in various capacities for the Company and its subsidiaries. Subsequently, Dr. Laster submitted resignations to the Company and its subsidiaries. The Company and Dr. Laster do not agree on various matters, including Dr. Laster’s obligations under the management services agreement both prior and subsequent to its termination.For the three months ended March 31, 2021 and 2020, the Company incurred expenses of $0 and $75,000, respectively, related to this management services agreement. These costs are included in “General and administrative” expenses in the accompanying condensed consolidated statements of comprehensive loss. As of March 31, 2021 and December 31, 2020, the total amount due to Clil was $198,530, and is included in “Accounts payable and accrued expenses” on the accompanying condensed consolidated balance sheets. In January and February of 2020, HCFP/ Direct Investments LLC ("Direct Investments") advanced a total of $47,430 to the Company, and the Company incurred interest expense of $268 during the three months ended March 31, 2020. Amounts owed to Direct Investments were repaid in July 2020. On April 9, 2020, one of the Company’s directors invested $7,500 in the Convertible Notes issued as part of the Company Direct Offering. During the three months ended March 31, 2020, Portfolio Services agreed to defer some of the Company's payment obligations pursuant to the Portfolio Services management services agreement in the aggregate amount of $120,000. In June 2020, Portfolio Services agreed to exchange an aggregate of $200,000 of deferred payments under the Portfolio Services management services agreement, including the $120,000 of payments deferred during the three months ended March 31, 2020, into an equal principal amount of the Company's Convertible Notes on the same terms of unaffiliated investors. 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 8). Related party amounts included in “Accounts payable and accrued expenses” in the accompanying condensed consolidated balance sheets were as follows: March 31, December 31, 2021 2020 HCFP Portfolio Services $ — $ 109,640 Clil Medical Ltd. 198,530 198,530 HCFP LLC 1,469 76 Total 199,999 308,246

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2021
Income Taxes
Income Taxes	11. Income Taxes The Company did not provide for any income taxes for the three months ended March 31, 2021 and 2020, respectively. State net operating loss carryovers begin to expire in 2037 and U.S. federal and foreign net operating loss carryover have indefinite lives. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its lack of commercialization of any products or generation of any revenue from product sales since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of March 31, 2021 and December 31, 2020. Management reevaluates the positive and negative evidence at each reporting period. All filings, beginning with the 2017 tax year, remain open to examination by the Internal Revenue Service. However, since the Company has net operating loss carryforwards, which may be utilized in future years to offset taxable income, those years may also be subject to review by relevant taxing authorities if utilized, notwithstanding that the statute for assessment may have closed. There are not currently ongoing or pending examinations in any jurisdictions.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2021
Subsequent Events
Subsequent Events	12. Subsequent Events The Company has evaluated subsequent events through the date the condensed 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 condensed consolidated financial statements and accompanying notes.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
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 inside 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 application (“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 condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to such rules and regulations. In management’s opinion, the accompanying statements reflect adjustments necessary to present fairly the financial position, results of operations, and cash flows for those periods indicated, and contain adequate disclosure to make the information presented not misleading. Adjustments included herein are of a normal, recurring nature unless otherwise disclosed in the footnotes. All significant intercompany transactions have been eliminated upon consolidation. Certain prior period amounts have been reclassified to conform to current period presentation. The financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2020 included in the Company’s 2020 10-K. The accompanying balance sheet at December 31, 2020 has been derived from the audited balance sheet at December 31, 2020 contained in the Company’s 2020 10-K. Results of operations for interim periods are not necessarily indicative of the results of operations for a full year.
Use of Estimates	Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates in these condensed consolidated financial statements include those related to the fair value of common stock, warrants, stock-based compensation, 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. 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.
Offering Costs	Offering Costs Offering costs totaling $1,168,900 were recognized as a reduction of the proceeds of the Company's follow-on public offering completed in February 2021 (See Note 3).
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: Three months ended March 31, 2021 2020 Warrants 17,318,876 4,444,314 Convertible Notes (if converted) 12,279,726 208,568 Stock options 1,337,111 600,000 Contingent consideration in common stock 2,533,333 — Total 33,469,046 5,252,882

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2021
Summary of Significant Accounting Policies
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: Three months ended March 31, 2021 2020 Warrants 17,318,876 4,444,314 Convertible Notes (if converted) 12,279,726 208,568 Stock options 1,337,111 600,000 Contingent consideration in common stock 2,533,333 — Total 33,469,046 5,252,882

Accounts payable and accrued _2

Accounts payable and accrued expenses (Tables)	3 Months Ended
	Mar. 31, 2021
Accounts payable and accrued expenses
Schedule of accounts payable and accrued expenses	Accounts payable and accrued expenses consist of the following as of: March 31, December 31, 2021 2020 Professional fees $ 1,046,427 $ 659,446 Research and development expenses 309,769 305,870 Management service fees and expenses 198,530 308,246 Convertible Notes interest payable 230,599 156,014 Other accounts payable and accrued expenses 150,277 91,989 Total accounts payable and accrued expenses $ 1,935,602 $ 1,521,565

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2021
Debt
Summary of convertible notes payable	March 31, December 31, 2021 2020 Convertible Notes principal amount $ 2,889,835 2,889,835 Unamortized discount (290,641) (508,622) Deferred financing costs (55,704) (97,482) Convertible notes payable, net $ 2,543,490 $ 2,283,731

Stock Options (Tables)

Stock Options (Tables)	3 Months Ended
	Mar. 31, 2021
Stock Options
Summary of Stock option activity	Stock option activity is summarized as follows for the three months ended March 31, 2021: Weighted- Weighted- average average Grant Options Exercise Price Date Fair Value Outstanding at December 31, 2020 1,257,500 $ 4.16 $ 2.17 Granted 115,000 11.25 6.55 Exercised — — — Forfeited (100,000) 5.50 2.95 Outstanding at March 31, 2021 1,272,500 $ 4.70 $ 2.51 Vested and exercisable at March 31, 2021 430,972 $ 2.78 $ 1.36 Unvested at March 31, 2021 841,528 $ 5.68 $ 3.10

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Mar. 31, 2021
Related Party Transactions
Schedule of related party amounts included in "Accounts payable and accrued expenses"	March 31, December 31, 2021 2020 HCFP Portfolio Services $ — $ 109,640 Clil Medical Ltd. 198,530 198,530 HCFP LLC 1,469 76 Total 199,999 308,246

Organization and Description _2

Organization and Description of the Business - Going concern (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Organization and Description of the Business
Net loss	$ (3,405,307)	$ (626,136)
Accumulated deficit	(17,907,046)		$ (14,501,739)
Net cash used in operating activities	$ (2,796,810)	$ (126,745)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Offering Costs (Details) - USD ($)	Feb. 10, 2021	Mar. 31, 2021	Mar. 31, 2020
Summary Of Significant Accounting Policies [Line items]
Offering costs		$ 0	$ 200
Follow-on public offering
Summary Of Significant Accounting Policies [Line items]
Offering costs	$ 1,168,900

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Weighted average potentially dilutive shares (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	33,469,046	5,252,882
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	17,318,876	4,444,314
Convertible Notes (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	12,279,726	208,568
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,337,111	600,000
Contingent consideration in common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,533,333

Public Offering (Details)

Public Offering (Details) - USD ($)	Feb. 10, 2021	Mar. 31, 2021	Mar. 31, 2020
Sale of Stock
Offering costs		$ 0	$ 200
Follow-on public offering
Sale of Stock
Number of shares issued (in shares)	1,150,000
Offering price (per share)	$ 9
Gross proceeds	$ 10,350,000
Net proceeds	9,181,100
Offering costs	$ 1,168,900

Accounts payable and accrued _3

Accounts payable and accrued expenses (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Professional fees	$ 1,046,427	$ 659,446
Research and development expenses	309,769	305,870
Management service fees and expenses	198,530	308,246
Convertible Notes interest payable	230,599	156,014
Other accounts payable and accrued expenses	150,277	91,989
Total accounts payable and accrued expenses	1,935,602	1,521,565
Accounts payable and accrued expenses
Related party balances	$ 199,999	$ 308,246

Debt - Private Placement (Detai

Debt - Private Placement (Details) - USD ($)	1 Months Ended	3 Months Ended	4 Months Ended
	Apr. 30, 2020	Mar. 31, 2021	Sep. 30, 2020
Debt Instrument [Line Items]
Principal amount	$ 3,000,000
Aggregate initial principal amount issued			$ 2,001,605
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	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
Deferred financing costs, gross			$ 67,287

Debt - Company Direct Offering

Debt - Company Direct Offering (Details) - USD ($)	4 Months Ended	5 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2021
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
Net cash proceeds from issuance of convertible notes	$ 1,741,531
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	Mar. 31, 2021
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) - USD ($)	3 Months Ended	4 Months Ended
	Mar. 31, 2021	Sep. 30, 2020
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	$ 260,074
Fair value of convertible debt	1,733,769
Fair value of warrants outstanding	895,992
Debt discount, amortized as interest expense	$ 1,156,066

Debt - Summary of convertible n

Debt - Summary of convertible notes payable (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Debt
Convertible Notes principal amount	$ 2,889,835	$ 2,889,835
Unamortized discount	(290,641)	(508,622)
Deferred financing costs	(55,704)	(97,482)
Convertible notes payable, net	$ 2,543,490	$ 2,283,731

Debt - Interest expense (Detail

Debt - Interest expense (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Debt
Interest expense, net	$ 332,005	$ 6,624
Interest expense	72,246	1,264
Debt discount and amortization of deferred financing costs	$ 259,759	$ 5,360

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	3 Months Ended
	Jan. 31, 2021	Mar. 31, 2021	Mar. 31, 2020
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Sponsored research fees		$ 5,017	$ 6,680
Minimum annual royalty payments	$ 25,000
Prepaid royalty expense		6,250
Sales of licensed products		0
Sublicensing consideration paid		$ 0
Prepaid expenses and other current assets
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Prepaid royalty expense	$ 18,750

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 ($)item	Jan. 31, 2021USD ($)	Mar. 31, 2020USD ($)	Mar. 31, 2021USD ($)	Dec. 31, 2020USD ($)
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	$ 55,870
Fees incurred		$ 0	$ 31,039

Research and Development Agre_4

Research and Development Agreements - Memorandums of Understanding (Details) - SBI - Yissum Research Development Company - Memorandums of Understanding	Jul. 28, 2018USD ($)	Mar. 31, 2021USD ($)	Mar. 31, 2020USD ($)	Mar. 31, 2021USD ($)	Aug. 08, 2019USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Number of Memorandums of Understanding	2
Fees incurred		$ 0	$ 12,565
Sales of licensed products				$ 0
Development milestone payments tied to regulated products					$ 1,225,000
Development milestone payments tied to non-regulated products					$ 100,000
Milestone payments obligation		$ 0		$ 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 ($)	3 Months Ended
	Mar. 31, 2021	Mar. 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	$ 62,500	$ 0
Research And Development Arrangement, Amount Paid	1,200,000
Amount to be paid for project management and regulatory services	$ 10,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	Apr. 07, 2021shares
Morris C Laster
Number of shares involved in litigation	3,500,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred and common (Details) - $ / shares	Mar. 31, 2021	Dec. 31, 2020
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
Common Stock, Number of Votes per share	$ 1

Stockholders' Equity - Equity u

Stockholders' Equity - Equity units (Details) - $ / shares	Feb. 04, 2020	Mar. 31, 2021
Class of Stock [Line Items]
Weighted-average exercise price of warrants outstanding		$ 3.93
Series A Units
Class of Stock [Line Items]
Units offered, maximum (in shares)	200,000
Price per unit (in dollars per unit)	$ 5
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
Weighted-average exercise price of warrants outstanding	$ 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
Number of shares/units called by each warrant (in shares)	1
Weighted-average exercise price of warrants outstanding	$ 5

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 10, 2020	Jun. 05, 2020	Mar. 31, 2021
Class of Warrant or Right [Line Items]
Number of warrants outstanding			8,884,438
Number of warrants exercisable			250,000
Weighted-average exercise price of warrants outstanding			$ 3.93
Weighted-average exercise price of warrants exercisable			$ 1.50
Remaining contractual term of warrants			5 years 5 months 12 days
Number of contingent shares to be receivable by shareholders	2,500,000
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		$ 1.5
Notes receivable, interest rate (as a percent)		1.00%

Stock Options - Stock option ac

Stock Options - Stock option activity (Details)	3 Months Ended
	Mar. 31, 2021$ / sharesshares
Options
Outstanding at Beginning Balance | shares	1,257,500
Granted | shares	115,000
Exercised | shares	0
Forfeited | shares	100,000
Outstanding at Ending Balance | shares	1,272,500
Vested and exercisable at March 31, 2021 | shares	430,972
Unvested at March 31, 2021 | shares	841,528
Weighted-average Exercise Price
Outstanding Beginning Balance	$ 4.16
Granted	11.25
Exercised	0
Forfeited	5.50
Outstanding at Ending Balance	4.70
Vested and exercisable at March 31, 2021	2.78
Unvested at March 31, 2021	5.68
Weighted-average Grant Date Fair Value
Outstanding at Beginning Balance	2.17
Granted	6.55
Exercised	5.68
Forfeited	2.95
Outstanding at Ending Balance	2.51
Vested and exercisable at March 31, 2021	1.36
Unvested at March 31, 2021	$ 3.10

Stock Options - Additional Info

Stock Options - Additional Information (Details) - USD ($)	Sep. 24, 2018	Mar. 31, 2021	Mar. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted		115,000
Stock-based compensation associated with vesting options		$ 183,334	$ 60,255
Total unrecognized stock-based compensation expense		$ 1,668,835
Remaining weighted-average contractual vesting term		1 year 7 months 13 days
IPO
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted			115,000
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	May 01, 2019	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Related Party Transaction [Line Items]
Monthly management services fee	$ 50,000
Monthly facilities fee		$ 3,000
Expense from related party transaction			$ 159,000	$ 129,000
Amounts payable			$ 0		$ 109,640

Related Party Transactions - Cl

Related Party Transactions - Clil Medical Ltd (Details) - Clil Medical Ltd - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Related Party Transaction [Line Items]
Expense from related party transaction	$ 0	$ 75,000
Due to Related Parties	$ 198,530

Related Party Transactions - HC

Related Party Transactions - HCFP/Direct Investments LLC (Details) - HCFP/Direct Investments LLC - USD ($)	2 Months Ended	3 Months Ended
	Feb. 29, 2020	Mar. 31, 2020
Related Party Transaction [Line Items]
Repayments of advances from related party	$ 47,430
Repayments of interest on advances from related party		$ 268

Related Party Transactions - Di

Related Party Transactions - Directors (Details) - USD ($)	Jun. 05, 2020	Mar. 31, 2021	Jun. 30, 2020	Apr. 09, 2020	Mar. 31, 2020
Directors
Related Party Transaction [Line Items]
Notes issued to related party				$ 7,500
Portfolio Services
Related Party Transaction [Line Items]
Deferral payments		$ 120,000	$ 200,000		$ 120,000
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 ($)	Mar. 31, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Related party balances	$ 199,999	$ 308,246
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	198,530
HCFP LLC
Related Party Transaction [Line Items]
Related party balances	$ 1,469	$ 76