Scopus BioPharma (SCPS) 10-Q 12 Nov 21 2021 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 12, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39788
Entity Registrant Name	SCOPUS BIOPHARMA INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1248020
Entity Address, Address Line One	420 Lexington Avenue, Suite 300
Entity Address, City or Town	New York
Entity Address State Or Province	NY
Entity Address, Postal Zip Code	10170
City Area Code	212
Local Phone Number	479-2513
Title of 12(b) Security	Common Stock, par value $0.001 pershare
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		18,094,264
Entity Central Index Key	0001772028
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 3,632,080	$ 1,832,100
Prepaid expenses and other current assets	396,383	139,639
Total current assets	4,028,463	1,971,739
Property and equipment, net	3,168	2,329
Total assets	4,031,631	1,974,068
Current liabilities
Accounts payable and accrued expenses	2,237,267	1,521,565
Convertible notes payable, net	0	2,283,731
Total current liabilities	2,237,267	3,805,296
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; 18,094,264 and 14,577,597 shares issued and outstanding	18,094	14,578
Additional paid-in capital	38,278,607	14,224,000
Note receivable	(1,500,000)	(1,500,000)
Accumulated deficit	(34,936,289)	(14,501,739)
Accumulated other comprehensive loss	(66,048)	(68,067)
Total stockholders' equity (deficit)	1,794,364	(1,831,228)
Total liabilities and stockholders' equity (deficit)	$ 4,031,631	$ 1,974,068

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	18,094,264	14,577,597
Common stock, shares outstanding	18,094,264	14,577,597

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Revenues	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	2,682,310	806,045	6,228,103	2,087,423
Research and development	77,527	69,421	14,887,657	7,354,295
Total operating expenses	2,759,837	875,466	21,115,760	9,441,718
Loss from operations	(2,759,837)	(875,466)	(21,115,760)	(9,441,718)
Other income (expense):
Interest expense	(110,669)	(284,520)	(774,679)	(369,665)
Change in fair value of common stock warrant liability	(1,470,163)		(1,455,889)	0
Total other income (expense)	1,359,494	(284,520)	681,210	(369,665)
Net loss	(1,400,343)	(1,159,986)	(20,434,550)	(9,811,383)
Comprehensive income (loss):
Foreign currency translation adjustment	(5,590)	(3,273)	2,019	(2,473)
Total comprehensive loss	$ (1,405,933)	$ (1,163,259)	$ (20,432,531)	$ (9,813,856)
Net loss per common share:
Earnings Per Share, Basic	$ (0.08)	$ (0.08)	$ (1.23)	$ (0.75)
Earnings Per Share, Diluted	$ (0.08)	$ (0.08)	$ (1.23)	$ (0.75)
Weighted-average common shares outstanding:
Weighted Average Number of Shares Outstanding, Basic	17,148,180	13,985,000	16,551,101	13,120,909
Weighted Average Number of Shares Outstanding, Diluted	17,148,180	13,985,000	16,551,101	13,120,909

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 common stock and warrants for acquisition of in-process research and development	$ 1,467	5,865,200				5,866,667
Issuance of common stock and warrants for acquisition of in-process research and development (in shares)	1,466,667
Issuance of units and warrants - net of issuance costs	$ 22	1,448,254				1,448,276
Issuance of units and warrants - net of issuance costs (in shares)	21,906
Warrants exchanged for Convertible Notes		(168,000)				(168,000)
Issuance of warrants relating to note receivable		1,500,000	$ (1,500,000)
Stock-based compensation expense		180,765				180,765
Stock-based payment for services	$ 5	19,995				20,000
Stock-based payment for services (in shares)	5,000
Foreign currency translation adjustment					(2,473)	(2,473)
Net loss				(9,811,383)		(9,811,383)
Ending Balance at Sep. 30, 2020	$ 14,003	12,423,747	(1,500,000)	(13,450,830)	(35,927)	(2,549,007)
Ending Balance (in shares) at Sep. 30, 2020	14,002,597
Beginning Balance at Jun. 30, 2020	$ 13,976	12,304,487	(1,500,000)	(12,290,844)	(32,654)	(1,505,035)
Beginning Balance (in shares) at Jun. 30, 2020	13,975,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of units and warrants - net of issuance costs	$ 22	207,010				207,032
Issuance of units and warrants - net of issuance costs (in shares)	21,906
Warrants exchanged for Convertible Notes		(168,000)				(168,000)
Stock-based compensation expense		60,255				60,255
Stock-based payment for services	$ 5	19,995				20,000
Stock-based payment for services (in shares)	5,000
Foreign currency translation adjustment					(3,273)	(3,273)
Net loss				(1,159,986)		(1,159,986)
Ending Balance at Sep. 30, 2020	$ 14,003	12,423,747	(1,500,000)	(13,450,830)	(35,927)	(2,549,007)
Ending Balance (in shares) at Sep. 30, 2020	14,002,597
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
Issuance of common stock and warrants for acquisition of in-process research and development	$ 1,100	7,654,901				7,656,001
Issuance of common stock and warrants for acquisition of in-process research and development (in shares)	1,100,000
Issuance of common stock on achievement of research and development milestones	$ 1,266	5,065,401				5,066,667
Issuance of common stock on achievement of research and development milestones (in shares)	1,266,667
Conversion of convertible notes payable and accrued interest into W Warrants		3,084,875				3,084,875
Common stock warrant liability		(3,400,643)				(3,400,643)
Reclassification of common stock warrant liability into equity		1,944,754				1,944,754
Stock-based compensation expense		525,369				525,369
Foreign currency translation adjustment					2,019	2,019
Net loss				(20,434,550)		(20,434,550)
Ending Balance at Sep. 30, 2021	$ 18,094	38,278,607	(1,500,000)	(34,936,289)	(66,048)	1,794,364
Ending Balance (in shares) at Sep. 30, 2021	18,094,264
Beginning Balance at Jun. 30, 2021	$ 18,094	33,094,511	(1,500,000)	(33,535,946)	(60,458)	(1,983,799)
Beginning Balance (in shares) at Jun. 30, 2021	18,094,264
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of convertible notes payable and accrued interest into W Warrants		3,084,875				3,084,875
Reclassification of common stock warrant liability into equity		1,944,754				1,944,754
Stock-based compensation expense		154,467				154,467
Foreign currency translation adjustment					(5,590)	(5,590)
Net loss				(1,400,343)		(1,400,343)
Ending Balance at Sep. 30, 2021	$ 18,094	$ 38,278,607	$ (1,500,000)	$ (34,936,289)	$ (66,048)	$ 1,794,364
Ending Balance (in shares) at Sep. 30, 2021	18,094,264

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Common Stock
Issuance costs		$ 1,168,900
Units and warrants
Issuance costs	$ 16,500		$ 72,187

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net loss	$ (20,434,550)	$ (9,811,383)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,147	1,073
Issuance of common stock and warrants for acquisition of in-process research and development	7,656,001	6,346,321
Stock issued for R&D milestone	5,066,667	0
Change in fair value of common stock warrant liability	(1,455,889)	0
Stock-based compensation	525,369	180,765
Stock-based payment for services	0	20,000
Amortization of debt issuance costs and debt discount	606,104	290,203
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(256,723)	37,571
Accounts payable and accrued expenses	1,015,866	1,329,454
Net cash used in operating activities	(7,276,008)	(1,605,996)
Cash flows from investing activities:
Purchases of property and equipment	(1,999)	0
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	(1,168,900)	0
Gross proceeds from issuance of Convertible Notes and warrants	0	1,459,403
Issuance costs related to the issuance of Convertible Notes and warrants	0	(192,788)
Gross proceeds from issuance of units and warrants	0	841,232
Issuance costs related to the issuance of units and warrants	0	(72,187)
Payment of principal on convertible notes	(104,505)
Payment of deferred offering costs	0	(44,030)
Net cash provided by financing activities	9,076,595	1,991,630
Effects of changes in foreign currency exchange rates on cash	1,392	(1,824)
Net increase cash	1,799,980	383,810
Cash, beginning of period	1,832,100	36,747
Cash, end of period	3,632,080	420,557
Non-cash financing activity:
Deferred offering costs in accounts payable and accrued expenses	0	79,085
Convertible notes issued in lieu of cash	0	299,153
Convertible notes issued in exchange for warrants		252,000
W Warrants issued in lieu of cash	0	199,577
W Warrants accounted for as warrant liability	3,400,643
Reclassification of warrant liability into equity	1,944,754
Conversion of convertible notes payable and accrued interest into W Warrants	3,084,875
Cash paid during the period for:
Interest	25,043	470
Taxes	$ 0	$ 0

Organization and Description of

Organization and Description of the Business	9 Months Ended
	Sep. 30, 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 subsidiaries, Olimmune Inc. (“Olimmune “), DBA “Duet Therapeutics,” and Scopus BioPharma Israel Ltd. (“SBI”), are headquartered in Los Angeles, California and Jerusalem, Israel, respectively. Scopus, VSI, Olimmune, and SBI are collectively referred to as the “Company.” The Company is a clinical-stage biopharmaceutical company developing transformational therapeutics for 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 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 (sees Notes 3, 6 and 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 $1,400,343 and $20,434,550, respectively, for the three and nine months ended September 30, 2021 and had an accumulated deficit of $34,936,289 as of September 30, 2021. The Company’s net cash used in operating activities was $7,276,008 for the nine months ended September 30, 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 certain research and development acquisitions (see Note 4) and 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 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 an 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. ​ 1. Organization and Description of the Business (Continued) Going Concern (continued) 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 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 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	9 Months Ended
	Sep. 30, 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, and 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. ​ 2. Summary of Significant Accounting Policies (Continued) 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 condensed consolidated 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 condensed consolidated 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 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). 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 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. ​ 2. Summary of Significant Accounting Policies (Continued) Fair Value Measurement (Continued) As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s cash, accounts payable and accrued expenses, and convertible notes payable approximate their respective fair value due to the short-term nature of these instruments. The common stock warrant liability was recorded at fair value on a recurring basis and is considered a Level 3 liability until its reclassification into equity during the three-month period ended September 30, 2021. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis (see Note 9). ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Warrant Liability Balance at December 31, 2020 ​ $ — Reclassification of common stock warrants into liability (see Note 9) ​ 3,400,643 Change in fair value of common stock warrant liability ​ (1,455,889) Reclassification of common stock warrant liability into equity (see Note 9) ​ (1,944,754) Balance at September 30, 2021 ​ $ — ​ There are no assets measured at fair value on a recurring basis, nor are there assets or liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2021 and 2020. 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 September 30, ​ Nine months ended September 30, ​ 2021 2020 2021 2020 Warrants ​ 25,500,529 ​ 17,549,374 ​ 19,811,300 ​ 10,065,363 Convertible Notes (if converted) ​ 4,300,025 ​ 10,318,068 ​ 9,972,901 ​ 4,543,765 Stock options ​ 982,283 ​ 600,000 ​ 1,203,344 ​ 600,000 Contingent consideration in common stock 1,266,666 2,533,333 2,025,828 1,054,015 Total 32,049,503 31,000,775 33,013,373 16,263,143 ​

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 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.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2021
Acquisitions
Acquisitions	4. Acquisitions On June 25, 2021, the Company completed the acquisition of Olimmune, a developer of oligonucleotide immunotherapies for the treatment of multiple cancers. Olimmune owned the exclusive right to negotiate two license agreements, which were executed concurrently with the closing of the acquisition, related to Olimmune’s drug candidates, CpG-STAT3ASO and CpG-STAT3decoy, 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 $8.1 million, consisting of approximately $0.4 million payable in cash and the issuance of approximately $7.7 million of common stock. Pursuant to asset acquisition accounting, acquired in-process research and development with no alternative future use is expensed at acquisition. Accordingly, this amount, totaling $8.1 million, was recognized in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss for the nine months ended September 30, 2021. ​ 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 CpG-STAT3siRNA 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 condensed consolidated statements of comprehensive loss during the nine months ended September 30, 2020. Under the terms of the agreement, the previous shareholders of Bioscience Oncology were eligible to receive additional contingent consideration of up to approximately 2.6 million shares of common stock upon the achievement of specified milestones, which is to be recorded when it is determined the corresponding milestone is probable to be achieved. As of September 30, 2021, the previous shareholders of Bioscience Oncology had been issued approximately 1.3 million shares of common stock upon achievement of a specified milestone and remain eligible to receive additional contingent consideration of approximately 1.3 million shares of common stock (the “Contingent Common Stock”) upon achievement of a second specified milestone (see Notes 7 and 9).

Accounts payable and accrued ex

Accounts payable and accrued expenses	9 Months Ended
	Sep. 30, 2021
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: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2021 ​ 2020 Professional fees ​ $ 1,360,966 ​ $ 659,446 Research and development expenses ​ ​ 487,306 ​ ​ 305,870 Management service fees and expenses ​ 209,508 ​ 308,246 Convertible Notes interest payable ​ ​ 0 ​ ​ 156,014 Other accounts payable and accrued expenses ​ 179,487 ​ 91,989 ​ ​ ​ ​ ​ ​ ​ Total accounts payable and accrued expenses ​ $ 2,237,267 ​ $ 1,521,565 ​ Amounts due to related parties included in accounts payable and accrued expenses totaled $199,999 and $308,246 as of September 30, 2021 and December 31, 2020, respectively (see Note 11).

Debt

Debt	9 Months Ended
	Sep. 30, 2021
Debt
Debt	6. Debt Between June 2020 and September 2020, the Company issued an aggregate initial principal amount of $2,001,605 of Convertible Notes with W Warrants attached in a private placement (the “Convertible Notes Private Placement”) for net cash proceeds of $1,741,531 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. The Convertible Notes had 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 could 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 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. Holders of W Warrants purchased in a private placement, the terms of which were subsequently amended in April 2020, 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 such W Warrants 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. Effective July 31, 2021, the holders of the Convertible Notes converted, under the original terms of the Convertible Notes, an aggregate of $3,084,875 of initial principal and accrued and unpaid interest at a rate of $0.50 per W Warrant, resulting in the issuance of 6,169,771 W Warrants. The remaining outstanding principal and accrued and unpaid interest through July 31, 2021 of $129,548 was repaid in cash. Accordingly, the Company has no further obligations under the Convertible Notes. As of their issuance dates, 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 was recognized as debt discount, which was amortized as interest expense over the term of the Convertible Notes. The net amount allocated to the W Warrants was recognized as an increase to “Additional paid-in capital” in the accompanying condensed 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2021 ​ 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 three and nine months ended September 30, 2021 totaled $110,669 and $774,679, respectively. Interest expense for the three and nine months ended September 30, 2020 totaled $284,520 and $369,665, respectively. For the three and nine months ended September 30, 2021, interest expense includes $24,083 and $168,575, respectively, of interest expense and $86,586 and $606,104, respectively, of debt discount and amortization of deferred financing costs. For the three and nine months ended September 30, 2020, interest expense includes $63,503 and $83,769, respectively, of interest expense and $225,324 and $290,203, respectively, of debt discount and amortization of deferred financing costs.

Research and Development Agreem

Research and Development Agreements	9 Months Ended
	Sep. 30, 2021
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 three patents covering a series of novel dual-action CB1 receptor inverse agonists, which includes MRI-1867, in order to develop processes, methods, or marketable products for public use and benefit. 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. The third annual payment of $25,000 was made in January 2021, of which the remaining $6,250 is included in “Prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheets. For the three months ended September 30, 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. For the nine months ended September 30, 2021 and 2020, $18,750 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 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 September 30, 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 September 30, 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 September 30, 2021, VSI has not entered into any sublicensing agreements and therefore no sublicensing consideration has been paid to Licensor. VSI is also obligated under the Patent License Agreement to reimburse Licensor for certain patent fees and expenses. Patent fee reimbursement under the Patent License Agreement was $5,017 and $15,050 for the three and nine months ended September 30, 2021, respectively. Patent fee reimbursement under the Patent license agreement was $6,680 and $20,040 for the three and nine months ended September 30, 2020, respectively. These costs are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. 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 September 30, 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 sheets. There were no expenses incurred in connection with the CRADA Agreement for the three months ended September 30, 2021 and 2020. Total expenses incurred in connection with the CRADA Agreement for the nine months ended September 30, 2021 and 2020 amounted to $0 and $31,039, respectively. These expenses are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. 7. Research and Development Agreements (Continued) 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. There were no fees incurred in connection with these MOU’s for the three months ended September 30, 2021 and 2020. The fees incurred in connection with these MOU’s for the nine months ended September 30, 2021 and 2020 amounted to $0 and $29,457, 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 September 30, 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 September 30, 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 September 30, 2021 there is no obligation to make any milestone payments. CpG-STAT3siRNA License Agreement and Sponsored Research Agreement In June 2020, the Company entered into an exclusive, worldwide license agreement with City of Hope relating to CpG-STAT3siRNA (the “siRNA License Agreement”). In addition to the siRNA 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 CpG-STAT3siRNA. The Company obtained the right to negotiate the siRNA License Agreement with City of Hope as part of the Bioscience Oncology acquisition in June 2020. Under the terms of the siRNA License Agreement, the Company is obligated to pay earned royalties based on a percentage of net sales, as defined in the siRNA 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 siRNA License Agreement have been reached and therefore as of September 30, 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 siRNA License agreement and SRA were $70,000 and $210,000 for the three and nine months ended September 30, 2021 and $62,500 and $76,389 for the three and nine months ended September 30, 2020, respectively. These expenses are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. ​ 7. Research and Development Agreements (Continued) In March 2021, the Company paid to City of Hope approximately $1.2 million relating to the clinical lot manufacturing and IND preparation costs for CpG-STAT3siRNA and agreed to pay $10,000 per month to City of Hope for certain project management and regulatory services relating to the preparation of the IND for CpG-STAT3siRNA until such IND was filed with the FDA, which occurred in April 2021. Further, the Company incurred costs of approximately $10,010 and $0.3 million during the three and nine months ended September 30, 2021, respectively, pursuant to a clinical research support agreement (the “CRSA) relating to the Phase 1 clinical trial for CpG-STAT3siRNA to be conducted at City of Hope. These expenses are included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. In May 2021, the Company received United States Food and Drug Administration (“FDA”) approval of its IND application related to CpG-STAT3siRNA. Pursuant to the definitive agreement to acquire Bioscience Oncology, this approval satisfied a milestone that resulted in the issuance of approximately 1.3 million common shares of contingent consideration to the previous stockholders of Bioscience Oncology in June 2021 totaling approximately $5.1 million, based upon a value of $4.00 per share determined at the time of acquisition. The consideration was included in “Research and development” expenses in the accompanying condensed consolidated statements of comprehensive loss. Olimmune License Agreements On June 25, 2021, the Company completed the acquisition of Olimmune and Olimmune concurrently entered into two exclusive, worldwide license agreements with City of Hope relating to Olimmune’s drug candidates. The Company obtained the ASO Patent Rights license agreement and the Decoy Patent Rights license agreement (together, the “Olimmune License Agreements”) with City of Hope as part of the Olimmune acquisition in June 2021 (see Note 4). Under the terms of the Olimmune License Agreements, the Company is obligated to pay earned royalties based on a percentage of net sales, as defined in the Olimmune License Agreements, including net sales generated from sub-licensees. The Company incurred the upfront license fees of $385,622 in connection with these license agreements, of which $181,436 is included in accrued expenses at September 30, 2021. In addition, the Company is obligated to make payments in cash upon the achievement of certain clinical development and product approval milestones totaling $6,750,000 for each license

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2021
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 party to litigation in several matters with or relating to Morris C. Laster, M.D., Ashish Sanghrajka and/or Paul Hopper. Dr. Laster is a former officer and director of the Company and Mr. Sanghrajka is a former officer. Messrs. Sanghrajka and Hopper are current members of the Company’s board of directors (the “Board”). Such matters have been disclosed in the referenced SEC filings or as set forth below. 8. Commitments and Contingencies (Continued) In April 2021, Dr. Laster initiated litigation (the “Delaware Matter”) against the Company in the Delaware Court of Chancery (the “Chancery Court”) with respect to ownership of 3,500,000 shares of the Company’s common stock (the “Disputed Shares”). Pursuant to a stipulation (the “Stipulation”) approved by the Chancery Court in the Delaware Matter, the parties agreed to, among other things, an expedited timeline for resolving the Delaware Matter with a trial intended to be held in December 2021. Such Stipulation also provided for adjournments or postponements of the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), such that the Annual Meeting would be held and the vote on the items of business to be considered at the Annual Meeting would take place during a specified time after a decision on the merits by the Chancery Court or a final settlement between the parties. Pursuant to additional proceedings in the Chancery Court, the Company became subject to further expedition for document production. The Company’s inability to meet such further expedition, among other things, resulted in the Company being sanctioned by the Chancery Court. In an attempt to mitigate the dispute and to reduce the on-going expenses and disruption of expedition, the Company has taken steps to resolve the Delaware Matter, including facilitating the transfer by the then-record owner to Dr. Laster of record ownership of the Disputed Shares and facilitating the delivery of an irrevocable proxy by the then-record owner to Dr. Laster to vote such shares. As a result of these steps, the Company believes that the Chancery Court may determine that expedition of the trial to determine record ownership of the Disputed Shares and other matters may no longer be necessary. There can be no assurance, however, that the Chancery Court will not require further expedition relating to the Disputed Shares or other matters. In July 2021, the Company reported that it had terminated the employment of Mr. Sanghrajka in accordance with the terms of his employment agreement. The Company also reported that the audit committee of the Board had conducted an internal review and, as a result of such review, requested the resignations of Messrs. Sanghrajka and Hopper from the Board. In August 2021, Mr. Sanghrajka filed a lawsuit against the Company and several other parties alleging, among other things, that he was wrongfully terminated by the Company. The Company believes Mr. Sanghrajka’s lawsuit is without merit. On October 3, 2021, the Company filed a lawsuit against Messrs. Sanghrajka and Hopper and an affiliate of Mr. Hopper alleging, among other things, fraud and breaches of fiduciary duty and contractual obligations owed to the Company in connection with Mr. Hopper’s sale of Bioscience Oncology to the Company and for declaratory judgment that Messrs. Sanghrajka and Hopper are not entitled to indemnification or advancement of expenses. In response to the lawsuit filed by the Company, counsel for Messrs. Sanghrajka and Hopper sent a letter to the Company demanding indemnification and advancement of expenses relating to the Company’s lawsuit against them. On October 7, 2021, the Company received a letter from counsel in Australia for Mr. Hopper claiming, among other things, that the Company made defamatory statements about Mr. Hopper in certain of the its SEC filings, including in the filing disclosing the request for Mr. Hopper to resign. The Company believes that Mr. Hopper’s claims are without merit. On Octoder 26, 2021, Dr. Laster and Messrs. Sanghrajka and Hopper (collectively, the “Plaintiffs”) filed a stockholder derivative lawsuit, purportedly on behalf of the Company, against all of the other members of the Company’s Board and certain of their affiliates in the Chancery Court (the “Derivative Complaint”). The Derivative Complaint alleges, among other things, that certain directors (the “Management Directors”) have wasted and diverted corporate assets, and that the other directors (the “Independent Directors”), excluding Messrs. Sanghrajka and Hopper, failed to stop the Management Directors from taking such actions. The Plaintiffs assert that they did not make demand upon the Company’s Board because demand would have been futile, notwithstanding the fact that five of the Company’s nine directors, including Mr. Hopper, are independent. On November 12, 2021, the Company filed a motion to dismiss the Derivative Complaint for failure to make a pre-suit demand on its Board. Litigation is highly unpredictable and the costs of litigation, including legal fees and expenses, and the possible liabilities, including monetary damages, to which the Company could become subject could be significant. Any such liabilities could have a material adverse effect on the Company. The Company has not recorded any liability as of September 30, 2021 because a potential loss is not probable or reasonably estimable given the preliminary nature of the various proceedings. The Company’s existing capital resources will not be sufficient to fully implement its business plan, including the development of its drug candidates, while also continuing to be subject to or pursuing on-going litigation, especially on an expedited basis. The Company will require additional financing and there can be no assurance that any such financing will be available on satisfactory terms, or at all. Further, there can be no assurance that the absence of any additional financing, as necessary, will not have a material adverse effect on the Company. Information relating to the litigation described above, other than relating to the Derivative Complaint, is more fully set forth in, and should be considered with, the information in the Company’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021, Current Reports on Form 8-K filed with the SEC on July 9, 2021 and September 30, 2021 and the materials filed by the Company on Schedule 14A.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2021
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 September 30, 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 previously exercised. Warrants On July 31, 2021, the Company issued 6,169,771 W Warrants from the conversion of the Convertible Notes (Note 6). During the nine months ended September 30, 2021, no warrants were exercised or forfeited. As of September 30, 2021, 15,054,209 warrants were outstanding at a weighted-average exercise price of $3.96, and 250,000 warrants were exercisable at a weighted-average exercise price of $1.50. As of September 30, 2021, the remaining contractual term of the outstanding warrants was 4.97 years. ​ 9. Stockholders’ Equity (Continued) Common Stock Warrant Liability At June 25, 2021, the sum of (i) the Company’s number of shares of common stock outstanding as of June 25, 2021, (ii) the total number of shares of common stock not yet issued or issuable pursuant to derivative securities and (iii) the number of shares of Contingent Common Stock, which sum is not a determination of shares actually issued and outstanding under applicable law, exceeded the number of authorized shares. Pursuant to ASC Topic 815, Derivatives and Hedging (“ASC 815”), the number of shares of common stock calculated as being in excess of the number of authorized shares should be classified as a liability and revalued at the end of each reporting period, as applicable. As a result, at June 25, 2021, the Company reclassified from additional paid-in capital to common stock warrant liability a total of 356,836 W Warrants at a fair value of $3,400,643. As of July 31, 2021, after giving effect to the conversion of the Convertible Notes on the Maturity Date and giving pro forma effect to the exercise of all derivative securities, including W Warrants (which had not yet become exercisable), Z Warrants (which had not yet become issuable) and all other warrants and stock options (including stock options which had not yet vested), net of forfeiture of 300,000 stock options, the aggregate number of fully-diluted shares of common stock would have been fewer than the number of authorized shares. On the Maturity Date of the Convertible Notes, initial principal and accrued and unpaid interest of $3,084,875 and $129,548 was converted into 6,169,771 W Warrants and repaid in cash, respectively. None of the W Warrants issued upon conversion of the Convertible Notes were exercisable. At that date, the Company reclassified the fair value of the warrant liability of $1,944,754 into the additional paid-in capital. The change in fair value of the common stock warrant liability of $1,455,889 between June 25, 2021 and July 31, 2021 is reflected in “Change in fair value of common stock warrant liability” in the accompanying condensed consolidated statements of comprehensive loss. The fair value of the common stock warrant liability at reclassification date of June 25, 2021 and as of July 31, 2021 was estimated using a Monte Carlo daily price simulation based on the market value of the underlying common stock at the measurement date. Inputs to the model at each date included: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 25, ​ July 31, ​ ​ 2021 ​ ​ 2021 ​ Price of underlying common stock $ 6.96 ​ $ 4.65 Expected dividend rate ​ 0 % ​ 0 % Expected term (years) 6.0 ​ 6.0 ​ Weighted-average expected stock price volatility 80 % ​ 80 % Risk-free interest rate 1.10 % ​ 0.97 % ​ Contingent Common Stock As a result of the Company’s acquisition of Bioscience Oncology, the previous shareholders of Bioscience Oncology are eligible to receive remaining contingent consideration of up to approximately 1.3 million shares of common stock upon the achievement of a specified milestone, which will be recorded when it is determined the corresponding milestone is probable to be achieved (see Notes 4 and 7).

Stock Options

Stock Options	9 Months Ended
	Sep. 30, 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. There were no stock options granted during the three and nine months ended September 30, 2020. The assumptions used to calculate the fair value of stock options granted during the three and nine months ended September 30, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Price of underlying common stock $ 9.97 — $ 10.61 Expected dividend rate ​ 0.0% Expected term (years) ​ 5.0 Weighted-average expected stock price volatility ​ 80.5% — 80.7% Risk-free interest rate ​ 0.4% — 0.5% ​ Stock option activity is summarized as follows for the nine months ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ ​ ​ Weighted-average ​ Grant Date ​ ​ Options ​ Exercise Price ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2020 ​ 1,257,500 ​ $ 4.16 ​ $ 2.17 Granted ​ 115,000 ​ ​ 11.25 ​ ​ 6.55 Exercised — ​ — ​ — Forfeited (400,000) ​ 3.63 ​ 1.73 Outstanding at September 30, 2021 972,500 ​ $ 5.22 ​ $ 2.87 ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and exercisable at September 30, 2021 455,138 ​ $ 3.64 ​ $ 1.89 Unvested at September 30, 2021 517,362 ​ $ 6.61 ​ $ 3.74 ​ Stock-based compensation associated with vesting options was $154,467 and $525,369 for the three and nine months ended September 30, 2021, respectively, and $60,255 and $180,765 for the three and nine months ended September 30, 2020, respectively. This cost is included in “General and administrative” expenses in the accompanying condensed consolidated statements of comprehensive loss. As of September 30, 2021 total unrecognized stock-based compensation expense was $1,180,116 and is expected to be recognized over the remaining weighted-average contractual vesting term of 1.63 years.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 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. ​ 10. Related Party Transactions (Continued) For the three and nine months ended September 30, 2021, the Company incurred expenses of $159,000 and $477,000, respectively, related to this management services agreement. For the three and nine months ended September 30, 2020, the Company incurred expenses of $159,000 and $417,000, respectively. 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 September 30, 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 a co-founder and former director of the company, such individual was obligated to provide executive and other management services to the Company. This management services agreement was terminated in June 2020 and, concurrently, such individual resigned as a director of the Company, but continued to serve in various other capacities for the Company and its subsidiaries. Subsequently, such individual submitted resignations to the Company and its subsidiaries. The Company and such individual do not agree on various matters, including obligations under the applicable management services agreement, both prior and subsequent to its termination. The Company did not incur expenses related to this management services agreement during the three and nine months ended September 30, 2021. For the three and nine months ended September 30, 2020, the Company incurred expenses of $0 and $128,333, 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 September 30, 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, February and May 2020, HCFP/Direct Investments LLC (“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. The Company incurred interest expense of $72 and $470 during the three and nine months ended September 30, 2020. In April 2020, one of the Company’s directors invested $7,500 in the Convertible Notes issued as part of the Company Direct Offering. During the nine months ended September 30, 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 $200,000. In June 2020, Portfolio Services agreed to exchange the deferred payments under the Portfolio Services management services agreement, into an equal $200,000 principal amount of the Company’s Convertible Notes on the same terms of unaffiliated investors. In June 2020, the Company issued to CP18B2, an affiliated entity, 3,000,000 W Warrants in consideration of a Note Receivable (see Note 9). On September 26, 2021, a Special Committee of the Company’s board of directors, upon the recommendation of the Audit Committee of the board of directors, approved an indemnification agreement (the “Indemnification Agreement”), pursuant to which the Company has agreed to indemnify each of Portfolio Services and its affiliates, including Ira Scott Greenspan, Joshua Lamstein and Robert Gibson and entities under the common control of Portfolio Services, Messrs. Greenspan, Lamstein or Gibson or its other affiliates (collectively, the “Indemnified Parties”) from and against any losses, claims, damages or liabilities, including reasonable attorney’s fees, suffered or incurred by the Indemnified Parties in connection with any disputes, litigation or threatened litigation (whether existing prior to or commencing after the date of the Indemnification Agreement) (i) involving Ashish Sanghrajka or Paul Hopper, each of whom is a member of the Company’s board of directors, and any of the Indemnified Parties, (ii) involving Morris C. Laster, M.D., including relating to Dr. Laster’s purported ownership of certain of the Company’s shares of common stock and (iii) arising or resulting from any Indemnified Party’s affiliation or involvement with the Company, including in connection with the provision of additional services beyond those initially contemplated under the management services agreement between the Company and Portfolio Services, regardless of whether such involvement or affiliation was caused by virtue of the fact that the Indemnified Party was acting as an officer of the Company and, in each case contemplated by this clause (iii), subject to the limitations contained in the Company’s Certificate of Incorporation and the Delaware General Corporation Law. The Indemnification Agreement also provides that the Company will advance expenses to any Indemnified Party, including legal fees, incurred by such Indemnified Party in connection with any litigation or proceeding to which such Indemnified Party is entitled to indemnification under the Indemnification Agreement. ​ 10. Related Party Transactions (Continued) Related party amounts included in “Accounts payable and accrued expenses” in the accompanying condensed consolidated balance sheets were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2021 ​ 2020 HCFP/Portfolio Services, LLC ​ ​ — ​ ​ 109,640 Clil Medical Ltd. ​ 198,530 ​ 198,530 HCFP LLC ​ 1,469 ​ 76 Total ​ 199,999 ​ 308,246 ​

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2021
Income Taxes
Income Taxes	11. Income Taxes The Company did not provide for any income taxes for the three and nine months ended September 30, 2021 and 2020. 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 not more likely than not that the Company will realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of September 30, 2021 and December 31, 2020. Management reevaluates the positive and negative evidence at each reporting period.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 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)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
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 condensed consolidated 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 condensed consolidated 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 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).
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 Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets which are not active, or other inputs observable or can be corroborated by observable market data. Level 3 Valuations based on unobservable inputs reflecting the Company’s own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Fair Value Measurement (Continued) As of September 30, 2021 and December 31, 2020, the carrying amounts of the Company’s cash, accounts payable and accrued expenses, and convertible notes payable approximate their respective fair value due to the short-term nature of these instruments. The common stock warrant liability was recorded at fair value on a recurring basis and is considered a Level 3 liability until its reclassification into equity during the three-month period ended September 30, 2021. The table below presents the changes in Level 3 liabilities measured at fair value on a recurring basis (see Note 9). ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Warrant Liability Balance at December 31, 2020 ​ $ — Reclassification of common stock warrants into liability (see Note 9) ​ 3,400,643 Change in fair value of common stock warrant liability ​ (1,455,889) Reclassification of common stock warrant liability into equity (see Note 9) ​ (1,944,754) Balance at September 30, 2021 ​ $ — ​ There are no assets measured at fair value on a recurring basis, nor are there assets or liabilities measured at fair value on a non-recurring basis during the nine months ended September 30, 2021 and 2020.
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 September 30, ​ Nine months ended September 30, ​ 2021 2020 2021 2020 Warrants ​ 25,500,529 ​ 17,549,374 ​ 19,811,300 ​ 10,065,363 Convertible Notes (if converted) ​ 4,300,025 ​ 10,318,068 ​ 9,972,901 ​ 4,543,765 Stock options ​ 982,283 ​ 600,000 ​ 1,203,344 ​ 600,000 Contingent consideration in common stock 1,266,666 2,533,333 2,025,828 1,054,015 Total 32,049,503 31,000,775 33,013,373 16,263,143

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis	​ ​ ​ ​ ​ ​ ​ Common Stock ​ Warrant Liability Balance at December 31, 2020 ​ $ — Reclassification of common stock warrants into liability (see Note 9) ​ 3,400,643 Change in fair value of common stock warrant liability ​ (1,455,889) Reclassification of common stock warrant liability into equity (see Note 9) ​ (1,944,754) Balance at September 30, 2021 ​ $ —
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 September 30, ​ Nine months ended September 30, ​ 2021 2020 2021 2020 Warrants ​ 25,500,529 ​ 17,549,374 ​ 19,811,300 ​ 10,065,363 Convertible Notes (if converted) ​ 4,300,025 ​ 10,318,068 ​ 9,972,901 ​ 4,543,765 Stock options ​ 982,283 ​ 600,000 ​ 1,203,344 ​ 600,000 Contingent consideration in common stock 1,266,666 2,533,333 2,025,828 1,054,015 Total 32,049,503 31,000,775 33,013,373 16,263,143

Accounts payable and accrued _2

Accounts payable and accrued expenses (Tables)	9 Months Ended
	Sep. 30, 2021
Accounts payable and accrued expenses.
Schedule of accounts payable and accrued expenses	Accounts payable and accrued expenses consist of the following as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2021 ​ 2020 Professional fees ​ $ 1,360,966 ​ $ 659,446 Research and development expenses ​ ​ 487,306 ​ ​ 305,870 Management service fees and expenses ​ 209,508 ​ 308,246 Convertible Notes interest payable ​ ​ 0 ​ ​ 156,014 Other accounts payable and accrued expenses ​ 179,487 ​ 91,989 ​ ​ ​ ​ ​ ​ ​ Total accounts payable and accrued expenses ​ $ 2,237,267 ​ $ 1,521,565

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2021
Debt
Summary of convertible notes payable	​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, December 31, ​ ​ 2021 ​ 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)	9 Months Ended
	Sep. 30, 2021
Stockholders' Equity
Schedule of fair value of common stock warrant liability at reclassification and estimated using Black Scholes option pricing model	​ ​ ​ ​ ​ ​ ​ ​ ​ June 25, ​ July 31, ​ ​ 2021 ​ ​ 2021 ​ Price of underlying common stock $ 6.96 ​ $ 4.65 Expected dividend rate ​ 0 % ​ 0 % Expected term (years) 6.0 ​ 6.0 ​ Weighted-average expected stock price volatility 80 % ​ 80 % Risk-free interest rate 1.10 % ​ 0.97 %

Stock Options (Tables)

Stock Options (Tables)	9 Months Ended
	Sep. 30, 2021
Stock Options
Schedule of fair value assumptions used to calculate the fair value of stock options granted	The assumptions used to calculate the fair value of stock options granted during the three and nine months ended September 30, 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Price of underlying common stock $ 9.97 — $ 10.61 Expected dividend rate ​ 0.0% Expected term (years) ​ 5.0 Weighted-average expected stock price volatility ​ 80.5% — 80.7% Risk-free interest rate ​ 0.4% — 0.5%
Summary of Stock option activity	Stock option activity is summarized as follows for the nine months ended September 30, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-average ​ ​ ​ ​ Weighted-average ​ Grant Date ​ ​ Options ​ Exercise Price ​ Fair Value ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at December 31, 2020 ​ 1,257,500 ​ $ 4.16 ​ $ 2.17 Granted ​ 115,000 ​ ​ 11.25 ​ ​ 6.55 Exercised — ​ — ​ — Forfeited (400,000) ​ 3.63 ​ 1.73 Outstanding at September 30, 2021 972,500 ​ $ 5.22 ​ $ 2.87 ​ ​ ​ ​ ​ ​ ​ ​ ​ Vested and exercisable at September 30, 2021 455,138 ​ $ 3.64 ​ $ 1.89 Unvested at September 30, 2021 517,362 ​ $ 6.61 ​ $ 3.74

Related Party Transactions (Tab

Related Party Transactions (Tables)	9 Months Ended
	Sep. 30, 2021
Related Party Transactions
Schedule of related party amounts included in "Accounts payable and accrued expenses"	​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2021 ​ 2020 HCFP/Portfolio Services, LLC ​ ​ — ​ ​ 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		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Organization and Description of the Business
Net loss	$ (1,400,343)	$ (1,159,986)	$ (20,434,550)	$ (9,811,383)
Accumulated deficit	$ (34,936,289)		(34,936,289)		$ (14,501,739)
Net cash used in operating activities			$ (7,276,008)	$ (1,605,996)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Offering Costs and Fair Value Measurement (Details) - USD ($)	Feb. 10, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Summary Of Significant Accounting Policies [Line items]
Offering costs			$ 0	$ 72,187
Change in fair value of common stock warrant liability		$ (1,470,163)	(1,455,889)	$ 0
Recurring | Level 3
Summary Of Significant Accounting Policies [Line items]
Balance at December 31, 2020			0
Reclassification of common stock warrants into liability (see Note 9)			3,400,643
Change in fair value of common stock warrant liability			(1,455,889)
Reclassification of common stock warrant liability into equity (see Note 9)			(1,944,754)
Balance at September 30, 2021		$ 0	$ 0
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		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	32,049,503	31,000,775	33,013,373	16,263,143
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	25,500,529	17,549,374	19,811,300	10,065,363
Convertible Notes (if converted)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,300,025	10,318,068	9,972,901	4,543,765
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	982,283	600,000	1,203,344	600,000
Contingent consideration in common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,266,666	2,533,333	2,025,828	1,054,015

Public Offering (Details)

Public Offering (Details) - USD ($)	Feb. 10, 2021	Sep. 30, 2021	Sep. 30, 2020
Sale of Stock
Offering costs		$ 0	$ 72,187
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

Acquisitions (Details)

Acquisitions (Details) shares in Millions, $ in Millions	Jun. 25, 2021USD ($)agreement	Jun. 10, 2021USD ($)shares	Sep. 30, 2021USD ($)shares
Olimmune
Business Acquisition [Line Items]
Number of license agreements | agreement	2
Aggregate upfront expense	$ 8.1		$ 8.1
Cash	0.4
Issuance of common stock	$ 7.7
Bioscience Oncology
Business Acquisition [Line Items]
Aggregate upfront expense		$ 7.2
Cash		$ 0.9
Additional contingent consideration of common stock shares | shares		2.6	1.3
Remaining contingent consideration of common stock shares issuable | shares			1.3
Common Stock | Bioscience Oncology
Business Acquisition [Line Items]
Issuance of common stock		$ 5.9
Warrants | Bioscience Oncology
Business Acquisition [Line Items]
Issuance of common stock		$ 0.5

Accounts payable and accrued _3

Accounts payable and accrued expenses (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Professional fees	$ 1,360,966	$ 659,446
Research and development expenses	487,306	305,870
Management service fees and expenses	209,508	308,246
Convertible Notes interest payable	0	156,014
Other accounts payable and accrued expenses	179,487	91,989
Total accounts payable and accrued expenses	2,237,267	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	4 Months Ended	9 Months Ended
	Jul. 31, 2021	Sep. 30, 2020	Sep. 30, 2021	Apr. 30, 2021
Debt Instrument [Line Items]
Aggregate initial principal amount issued	$ 3,084,875	$ 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	$ 129,548	$ 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		1
Conversion price per warrant	$ 0.50
Deferred financing costs, gross		$ 67,287

Debt - Company Direct Offering

Debt - Company Direct Offering (Details) - USD ($)	1 Months Ended	4 Months Ended	5 Months Ended
	Jul. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021
Debt Instrument [Line Items]
Aggregate initial principal amount issued	$ 3,084,875	$ 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	$ 129,548	$ 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 - W Warrants (Details)

Debt - W Warrants (Details) - USD ($)	Sep. 28, 2020	Sep. 30, 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 ($)	1 Months Ended	4 Months Ended	9 Months Ended
	Jul. 31, 2021	Sep. 30, 2020	Sep. 30, 2021
Debt Instrument [Line Items]
Aggregate initial principal amount issued	$ 3,084,875	$ 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 Conversion, Converted Instrument, Shares Issued	6,169,771

Debt - Summary of convertible n

Debt - Summary of convertible notes payable (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt
Convertible Notes principal amount		$ 2,889,835
Unamortized discount		(508,622)
Deferred financing costs		(97,482)
Convertible notes payable, net	$ 0	$ 2,283,731

Debt - Interest expense (Detail

Debt - Interest expense (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Debt
Interest expense, net	$ 110,669		$ 284,520	$ 774,679	$ 369,665
Interest expense		$ 24,083	63,503	168,575	83,769
Debt discount and amortization of deferred financing costs	$ 86,586		$ 225,324	$ 606,104	$ 290,203

Research and Development Agre_2

Research and Development Agreements - Agreement Related to Intellectual Property Rights (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Mar. 31, 2021	Jun. 30, 2020	Mar. 31, 2020
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Fee incurred				$ 5,066,667	$ 0
Patent License Agreement | Licensor | VSI
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Fee incurred		$ 5,017	$ 6,680	15,050	$ 20,040
Minimum annual royalty payments	$ 25,000
Prepaid royalty expense						$ 18,750	$ 6,250	$ 18,750	$ 6,250
Sales of licensed products				0
Sublicensing consideration paid				$ 0
Patent License Agreement | Licensor | VSI | Prepaid expenses and other current assets
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Prepaid royalty expense	$ 6,250

Research and Development Agre_3

Research and Development Agreements - Cooperative Research and Development Agreement (Details)	May 07, 2019USD ($)item	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Dec. 31, 2020USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Fee incurred		$ 5,066,667	$ 0
Cooperative Research and Development Agreement | VSI | National Institutes of Health
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
Fee incurred		$ 0	$ 31,039

Research and Development Agre_4

Research and Development Agreements - Memorandums of Understanding (Details)	Aug. 08, 2019USD ($)	Jul. 28, 2018USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Jun. 30, 2021USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Fee incurred			$ 5,066,667	$ 0
SBI | Yissum Research Development Company | Memorandums of Understanding
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Number of Memorandums of Understanding		2
Fee incurred			0	$ 29,457
Milestone payments obligation			$ 0
Development milestone payments tied to regulated products	$ 1,225,000
Development milestone payments tied to non-regulated products	$ 100,000
SBI | Yissum Research Development Company | License agreement, one
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Sales of licensed products					$ 0
SBI | Yissum Research Development Company | License agreement, two
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments obligation					$ 0
Percentage of net sales for regulated products	1.00%

Research and Development Agre_5

Research and Development Agreements - City of Hope License Agreement and Sponsored Research Agreement (Details) $ / shares in Units, shares in Millions	Jun. 25, 2021USD ($)agreement	Jun. 30, 2021USD ($)$ / sharesshares	Mar. 31, 2021USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Jun. 30, 2020USD ($)	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Stock issued for R&D milestone							$ 5,066,667	$ 0
Olimmune
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Number of license agreements | agreement	2
Bioscience Oncology.
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Issuance of common shares of contingent consideration | shares		1.3
Value of common shares issued as contingent consideration		$ 5,100,000
Common stock issued, value per share | $ / shares		$ 4
City of Hope License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and product approval milestones						$ 3,525,000
Olimmune License Agreements
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and product approval milestones	$ 13,500,000
Number of license agreements	2
Upfront license fees				$ 385,622
Accrued license fees				181,436			181,436
ASO Patent Rights license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and product approval milestones	$ 6,750,000
Decoy Patent Rights license agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Development and product approval milestones	$ 6,750,000
City of Hope | City of Hope License Agreement
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Milestone payments obligation				0			0
Term of contract						2 years
Stock issued for R&D milestone				70,000	$ 62,500		210,000	$ 76,389
Research And Development Arrangement, Amount Paid			$ 1,200,000
Amount to be paid for project management and regulatory services							10,000
Research and development expense relating to the phase 1 clinical trail				$ 10,010			$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	1 Months Ended
	Apr. 30, 2021shares
Morris C Laster
Number of shares involved in litigation	3,500,000

Stockholders' Equity - Preferre

Stockholders' Equity - Preferred and common (Details) - $ / shares	Sep. 30, 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	Sep. 30, 2021
Class of Stock [Line Items]
Weighted-average exercise price of warrants outstanding		$ 3.96
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)	Jun. 05, 2020USD ($)shares	Jul. 31, 2021USD ($)shares	Jun. 30, 2020shares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2021USD ($)$ / sharesshares	Sep. 30, 2020USD ($)	Jun. 30, 2021USD ($)	Jun. 25, 2021USD ($)	Dec. 31, 2020USD ($)
Class of Warrant or Right [Line Items]
Number of warrants outstanding | shares				15,054,209	15,054,209
Number of warrants exercisable | shares					250,000
Weighted-average exercise price of warrants outstanding | $ / shares				$ 3.96	$ 3.96
Weighted-average exercise price of warrants exercisable | $ / shares				$ 1.50	$ 1.50
Number of contingent shares to be receivable by shareholders | shares					1,300,000
Additional paid-in capital				$ 38,278,607	$ 38,278,607				$ 14,224,000
Fair value of warrant liability				$ (1,470,163)	$ (1,455,889)	$ 0
Series W Warrants
Class of Warrant or Right [Line Items]
Number of shares called by warrant shares | shares		6,169,771
Remaining contractual term of warrants					4 years 11 months 19 days
Fair value of warrant liability		$ 1,455,889
Series W Warrants | HCFP/Capital Partners 18-B-2 LLC ("CP18B2")
Class of Warrant or Right [Line Items]
Number of warrants | shares	3,000,000		3,000,000
Notes receivable in exchange for warrants issued	$ 1,500,000
Notes receivable, interest rate (as a percent)	1.00%
Price of underlying common stock
Class of Warrant or Right [Line Items]
Measurement input of warrants							4.65	6.96
Expected term (years)
Class of Warrant or Right [Line Items]
Measurement input of warrants							6	6
Risk-free interest rate
Class of Warrant or Right [Line Items]
Measurement input of warrants							0.97	1.10
Weighted-average expected stock price volatility
Class of Warrant or Right [Line Items]
Measurement input of warrants							80	80
Expected dividend rate
Class of Warrant or Right [Line Items]
Measurement input of warrants							0	0

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock Warrant Liability (Details) - USD ($)	Jul. 31, 2021	Jun. 25, 2021	Jul. 31, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Class of Warrant or Right [Line Items]
Stock options granted	300,000				115,000
Fair value of warrant liability				$ (1,470,163)	$ (1,455,889)	$ 0
Reclassification of common stock warrant liability into equity				1,944,754	1,944,754
Change in fair value of common stock warrant liability				$ (1,470,163)	$ (1,455,889)	$ 0
Series W Warrants
Class of Warrant or Right [Line Items]
Reclassified from additional paid in capital to warant liability		356,836
Reclassified from additional paid in capital to warant liability, Fair value		$ 3,400,643
Fair value of warrant liability			$ 1,455,889
Outstanding Initial principal and accrued and unpaid interest under its Convertible Notes	$ 3,084,875		3,084,875
Repayment of remaining outstanding principal and accrued and unpaid interest			$ 129,548
Issuance of warrants upon conversion of debt			6,169,771
Reclassification of common stock warrant liability into equity			$ 1,944,754
Change in fair value of common stock warrant liability			$ 1,455,889

Stockholders' Equity - fair val

Stockholders' Equity - fair value of the common stock warrant liability (Details) - USD ($)	Jun. 30, 2021	Jun. 25, 2021
Price of underlying common stock
Class of Warrant or Right [Line Items]
Measurement input of warrants	4.65	6.96
Expected dividend rate
Class of Warrant or Right [Line Items]
Measurement input of warrants	0	0
Expected term (years)
Class of Warrant or Right [Line Items]
Measurement input of warrants	6	6
Weighted-average expected stock price volatility
Class of Warrant or Right [Line Items]
Measurement input of warrants	80	80
Risk-free interest rate
Class of Warrant or Right [Line Items]
Measurement input of warrants	0.97	1.10

Stockholders' Equity -Fair Valu

Stockholders' Equity -Fair Value of the Company's Warrants (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020
Stockholders' Equity
Fair value of warrant liability	$ (1,470,163)	$ (1,455,889)	$ 0

Stock Options - Fair value of s

Stock Options - Fair value of stock options granted (Details) - Stock options - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend rate	0.00%	0.00%
Expected term (years)	5 years	5 years
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of underlying common stock	$ 9.97	$ 9.97
Weighted-average expected stock price volatility	80.50%	80.50%
Risk-free interest rate	0.40%	0.40%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price of underlying common stock	$ 10.61	$ 10.61
Weighted-average expected stock price volatility	80.70%	80.70%
Risk-free interest rate	0.50%	0.50%

Stock Options - Stock option ac

Stock Options - Stock option activity (Details) - $ / shares	Jul. 31, 2021	Sep. 30, 2021
Options
Outstanding at Beginning Balance		1,257,500
Granted	300,000	115,000
Exercised		0
Forfeited		400,000
Outstanding at Ending Balance		972,500
Vested and exercisable at September 30, 2021		455,138
Unvested at September 30, 2021		517,362
Weighted-average Exercise Price
Outstanding Beginning Balance		$ 4.16
Granted		11.25
Exercised		0
Forfeited		3.63
Outstanding at Ending Balance		5.22
Vested and exercisable at September 30, 2021		3.64
Unvested at September 30, 2021		6.61
Weighted-average Grant Date Fair Value
Outstanding at Beginning Balance		2.17
Granted		6.55
Exercised		0
Forfeited		1.73
Outstanding at Ending Balance		2.87
Vested and exercisable at September 30, 2021		1.89
Unvested at September 30, 2021		$ 3.74

Stock Options - Additional Info

Stock Options - Additional Information (Details) - USD ($)	Jul. 31, 2021	Sep. 24, 2018	Sep. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	300,000					115,000
Stock-based compensation associated with vesting options			$ 154,467	$ 60,255	$ 180,765	$ 525,369
Total unrecognized stock-based compensation expense			$ 1,180,116			$ 1,180,116
Remaining weighted-average contractual vesting term						1 year 7 months 17 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	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 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	$ 159,000	$ 477,000	$ 417,000
Amounts payable			$ 0		$ 0		$ 109,640

Related Party Transactions - Cl

Related Party Transactions - Clil Medical Ltd (Details) - Clil Medical Ltd - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2021	Dec. 31, 2020
Related Party Transaction [Line Items]
Expense from related party transaction	$ 0	$ 128,333
Due to Related Parties			$ 198,530	$ 198,530

Related Party Transactions - HC

Related Party Transactions - HCFP Direct Investments LLC (Details) - HCFP/Direct Investments LLC - USD ($)	1 Months Ended					3 Months Ended	9 Months Ended
	Jul. 31, 2020	May 31, 2020	Apr. 30, 2020	Feb. 29, 2020	Jan. 31, 2020	Sep. 30, 2020	Sep. 30, 2020
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			$ 72	$ 470

Related Party Transactions - Di

Related Party Transactions - Directors (Details) - USD ($)	Jun. 05, 2020	Jun. 30, 2020	Sep. 30, 2020	Apr. 30, 2020
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
Deferral payments			$ 200,000
HCFP/Capital Partners 18-B-2 LLC ("CP18B2") | Series W Warrants
Related Party Transaction [Line Items]
Warrants issued	3,000,000	3,000,000

Related Party Transactions - Su

Related Party Transactions - Summary of related party amounts (Details) - Accounts payable and accrued expenses - USD ($)	Sep. 30, 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