Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Apr. 08, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-39169 | ||
Entity Registrant Name | Kiromic BioPharma, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-4762913 | ||
Entity Address, Address Line One | 7707 Fannin Street | ||
Entity Address, Address Line Two | Suite 140 | ||
Entity Address, City or Town | Houston | ||
Entity Address State Or Province | TX | ||
Entity Address, Postal Zip Code | 77054 | ||
City Area Code | 832 | ||
Local Phone Number | 968-4888 | ||
Title of 12(b) Security | Common Shares, par value $0.001 per share | ||
Trading Symbol | KRBP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18,655,400 | ||
Entity Common Stock, Shares Outstanding | 15,585,587 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Houston, Texas | ||
Entity Central Index Key | 0001792581 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 25,353,900 | $ 10,150,500 |
Accounts receivable | 16,200 | |
Prepaid expenses and other current assets | 1,699,400 | 588,800 |
Total current assets | 27,069,500 | 10,739,300 |
Property and equipment, net | 3,629,000 | 2,066,000 |
Other assets | 31,100 | 24,400 |
Total Assets | 30,729,600 | 12,829,700 |
Current Liabilities: | ||
Accounts payable | 2,214,300 | 665,200 |
Accrued expenses and other current liabilities | 741,000 | 334,200 |
Interest payable | 200 | |
Loan payable | 105,600 | |
Note payable | 454,500 | 362,400 |
Total current liabilities | 3,409,800 | 1,467,600 |
Total Liabilities | 3,409,800 | 1,467,600 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Common stock, $0.001 par value: 300,000,000 shares authorized as of December 31, 2021 and 2020; 15,488,516 shares and 7,332,999 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 9,300 | 1,200 |
Additional paid-in capital | 94,527,000 | 52,988,700 |
Accumulated deficit | (67,216,500) | (41,627,800) |
Total Stockholders' Equity | 27,319,800 | 11,362,100 |
Total Liabilities and Stockholders' Equity | $ 30,729,600 | $ 12,829,700 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 15,488,516 | 7,332,999 |
Common stock, outstanding | 15,488,516 | 7,332,999 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating expenses: | ||
Research and development | $ 11,367,800 | $ 5,052,900 |
General and administrative | 13,937,900 | 14,144,000 |
Impairment expense | 430,000 | |
Total operating expenses | 25,735,700 | 19,196,900 |
Loss from operations | (25,735,700) | (19,196,900) |
Other income (expense) | ||
Gain on loan extinguishment | 105,800 | |
Other income | 53,400 | |
Interest expense | (12,200) | (3,300) |
Total other income (expense) | 147,000 | (3,300) |
Net loss | $ (25,588,700) | $ (19,200,200) |
Net loss per share, basic | $ (2.26) | $ (4.42) |
Net loss per share, diluted | $ (2.26) | $ (4.42) |
Weighted average common shares outstanding, basic | 11,417,083 | 4,505,867 |
Weighted average common shares outstanding, diluted | 11,417,083 | 4,505,867 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Preferred StockSeries A-1 Preferred Stock | Preferred StockSeries B Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Series B Preferred Stock | Total |
Balance at beginning of period at Dec. 31, 2019 | $ 9,134,700 | $ 1,306,900 | $ 13,965,000 | $ (22,427,600) | $ 1,979,000 | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 21,822,301 | 9,869,659 | 2,863,812 | ||||
Issuance of Series B Preferred Stock | $ 331,700 | 331,700 | |||||
Issuance of Series B Preferred Stock | 6,521,738 | ||||||
Common stock issuance net of issuance costs and discount amortization | $ 1,200 | 11,974,200 | 11,975,400 | ||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 1,250,000 | 16,391,397 | |||||
Series B Preferred Stock discount amortization | $ 692,700 | (692,700) | $ (692,700) | ||||
Warrants underlying common stock issuance | 377,000 | 377,000 | |||||
Warrants underlying Series B Preferred Stock issuance | 2,668,300 | 2,668,300 | |||||
Warrants underlying common stock issuance discount amortization | (19,700) | (19,700) | |||||
Exercise of warrants | 4,900 | 4,900 | |||||
Exercise of warrants (in shares) | 1,399,921 | ||||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (9,134,700) | 9,134,700 | |||||
Series A-1 Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (21,822,301) | 624,594 | |||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion | $ (2,331,300) | 2,331,300 | $ 2,331,300 | ||||
Series B Preferred Stock conversion to common stock and fractional shares adjustments from stock split and conversion (in shares) | (16,391,397) | 469,136 | |||||
Common stock issuance to employees and non-employees | 9,432,000 | 9,432,000 | |||||
Common stock issuance to employees and non-employees | 725,536 | ||||||
Stock compensation expense | 3,813,700 | 3,813,700 | |||||
Net loss | (19,200,200) | (19,200,200) | |||||
Balance at end of period at Dec. 31, 2020 | $ 1,200 | 52,988,700 | (41,627,800) | 11,362,100 | |||
Balance at end of period (in shares) at Dec. 31, 2020 | 7,332,999 | ||||||
Common stock issuance net of issuance costs and discount amortization | $ 8,000 | 36,280,900 | 36,288,900 | ||||
Common stock issuance net of issuance costs and discount amortization (in shares) | 8,000,000 | ||||||
Warrants underlying common stock issuance discount amortization | 829,200 | 829,200 | |||||
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement | 400,000 | 400,000 | |||||
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 50,189 | ||||||
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement | 140,000 | 140,000 | |||||
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 33,177 | ||||||
Exercised stock options | $ 100 | 125,300 | 125,400 | ||||
Exercised stock options (in shares) | 18,891 | ||||||
Released restricted stock units (in shares) | 53,260 | ||||||
Stock compensation expense | 3,762,900 | 3,762,900 | |||||
Net loss | (25,588,700) | (25,588,700) | |||||
Balance at end of period at Dec. 31, 2021 | $ 9,300 | $ 94,527,000 | $ (67,216,500) | $ 27,319,800 | |||
Balance at end of period (in shares) at Dec. 31, 2021 | 15,488,516 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (25,588,700) | $ (19,200,200) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation | 469,800 | 200,000 |
Stock compensation expense | 3,762,900 | 13,245,700 |
Gain on loan extinguishment | (105,800) | |
Impairment expense | 430,000 | |
Non-cash interest | 200 | |
Inventory obsolescence impairment | 22,200 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | 9,800 | |
Prepaid expenses and other current assets | (1,117,400) | (499,700) |
Accounts payable | 1,411,100 | (7,700) |
Accrued expenses and other current liabilities | 406,800 | 112,900 |
Net cash used for operating activities | (20,321,500) | (6,126,600) |
Cash flows from investing activities: | ||
Purchases of property and equipment, net of effects from acquisitions | (1,894,800) | (1,457,600) |
Cash received from acquisition | 84,000 | |
Net cash used for investing activities | (1,810,800) | (1,457,600) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 40,000,000 | 15,000,000 |
Issuance costs | (2,881,900) | (2,667,300) |
Borrowings from note payable | 665,900 | 540,500 |
Repayments of note payable | (573,700) | (178,100) |
Exercise of stock options | 125,400 | |
Proceeds from warrant exercise | 4,900 | |
Proceeds from loan payable | 115,600 | |
Loan repayments | (10,000) | |
Proceeds from Series B Preferred Stock issuance | 3,000,000 | |
Net cash (used in) provided by financing activities | 37,335,700 | 15,805,600 |
Net change in cash and cash equivalents | 15,203,400 | 8,221,400 |
Cash and cash equivalents: | ||
Beginning of year | 10,150,500 | 1,929,100 |
End of period | 25,353,900 | 10,150,500 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accruals for property and equipment | 138,000 | 220,500 |
Cash paid for interest on note payable | 12,200 | $ 3,100 |
Common stock issuance for acquisition | 400,000 | |
Restricted stock units granted for acquisition | 140,000 | |
Acquisitions net of cash acquired | $ 456,000 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2021 | |
ORGANIZATION | |
ORGANIZATION | KIROMIC BIOPHARMA, INC. Notes to Consolidated Financial Statements 1. ORGANIZATION Nature of Business Kiromic BioPharma, Inc. and subsidiaries (the "Company") is a clinical stage fully integrated biotherapeutics company formed under the Texas Business Organizations Code in December 2012. On May 27, 2016, the Company converted from a Texas limited liability company into a Delaware corporation and changed its name from Kiromic LLC to Kiromic Inc. On December 16, 2019, the Company amended and restated its certificate of incorporation charter to re-name the company, Kiromic BioPharma, Inc. The Company is an artificial intelligence-driven, end-to-end Chimeric Antigen Receptor T cell (“CAR-T cell”) and gene therapy company, developing the first multi-indication allogeneic CAR-T cell therapy, that exploits the natural potency of the Gamma Delta T cell (“GDT”) to target solid cancers. The Company maintains offices in Houston, Texas. The Company has not generated any revenues to date. The Company is developing its brand of CAR-T cell product candidates known as ALEXIS. The two product candidates are called ALEXIS-ISO-1 and ALEXIS-PRO-1. ALEXIS-ISO-1 is an allogenic gamma delta CAR-T cell therapy product candidate targeting Isomesothelin (the isoform of Mesothelin). ALEXIS-PRO-1 is an allogeneic gamma delta chimeric T cell therapy product candidate targeting PD-L1. These are designed to treat cancer by capitalizing on the immune system’s ability to destroy cancer cells. We filed two investigational new drug (“IND”) applications in May 2021 for ALEXIS-ISO-1 and ALEXIS-PRO-1. The Food and Drug Administration (“FDA”) has placed these applications under a clinical hold as of June 2021. The Company is currently working on addressing the FDA’s comments. The FDA asked the Company to address key components regarding the chemical manufacturing and control components of the applications. Those components included tracing of all reagents used in manufacturing, flow chart of manufacturing processes, and Certificate of Analysis. The Company is working to address each of the FDA’s comments. Going Concern— These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue from the commercialization of its product candidates. The Company had negative cash flow from operations of $20,321,500 for the year ended December 31, 2021, and an accumulated deficit of $67,216,500 as of December 31, 2021. To date, the Company has relied on equity and debt financing to fund its operations. The Company’s product candidates are still in the early stages of development, and substantial additional financing will be needed by the Company to fund its operations and ongoing research and development efforts prior to the commercialization, if any, of its product candidates. The Company does not have sufficient cash on hand or available liquidity to meet its obligations through the twelve months following the date the consolidated financial statements are issued. This condition raises substantial doubt about the Company’s ability to continue as a going concern. Given its projected operating requirements and its existing cash and cash equivalents, management’s plans include evaluating different strategies to obtain the required funding of future operations. These plans may include, but are not limited to, additional funding from current or new investors. However, there can be no assurance that the Company will be able to secure such additional financing, or if available, that it will be sufficient to meet its needs or on favorable terms. Therefore, the plans cannot be deemed probable of being implemented. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. NIH Grant $2,235,000 for the development and non-clinical testing of a new anti-arteriosclerosis gene therapy delivered by engineered adeno-associated viral vectors. Phase I of the grant entitled the Company to reimbursement for certain salaries and wages, materials and supplies, facilities and administrative costs, and fixed fees. The Company did not complete Phase I by August 2019, but was granted an extension to complete Phase I by the NIH through August 2021. Starting after Phase 1 completion in 2021, Phase II of the grant covers reimbursements for certain salaries and wages, materials and supplies, facilities and administrative costs, and fixed fees of $1,384,000. The Company applied for another Phase I extension in August 2021, and the extension was not granted. The Company does not expect to be reimbursed for any of the amounts for Phase II. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2021 are not necessarily indicative of results to be expected for any future year. Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determination of the fair value of common stock and related stock-based compensation, warrants to purchase common stock underlying shares of Series B Preferred Stock, fair value of purchase price allocations of intangible assets associated with acquisitions, and estimating services incurred by third-party service providers used to recognize research and development expense. Cash and Cash Equivalents Concentrations of Credit Risk and Other Uncertainties The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from an academic institution. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the academic institution. Deposit Property and Equipment 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs Goodwill— The Company assessed events and circumstances as of December 31, 2021 which was primarily driven by a reduced stock price as of December 31, 2021. The carrying value of the Company’s assets was in excess of the market value of equity as of December 31, 2021. After analyzing this quantitative circumstance along with other qualitative considerations, the Company’s management determined that an impairment of the entire value of the goodwill was appropriate. Accordingly, the Company incurred an impairment expense on the statement of operations totaling $430,000. Since the Company records a full valuation allowance to offset any deferred tax assets, the Company does not believe this impairment would result in any material tax impact. Impairment of Long-Lived Assets Comprehensive Loss Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with Accounting Standard Codification (“ASC”) 740, Income Taxes accompanying consolidated statements of operations. No such interest or penalties were recognized during the years ended December 31, 2021 and 2020. Research and Development Expense The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. Proceeds from Grants Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2021 and 2020. Nonvested Stock Options and Restricted Stock Units The vesting conditions for stock options and RSUs include annual and monthly vesting. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 to 48 months. When nonvested options are vested, they become exercisable over a 10-year The vesting conditions for RSUs include cliff vesting conditions. Certain RSUs vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain RSUs vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested RSUs are vested, they are released to the grantee within sixty days. Stock-Based Compensation Until the Company’s common stock became publicly traded, the board of directors’ (the “Board”) approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation. The Company estimates the grant date fair value of stock options using the Black Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. During the years ended December 31, 2021 and 2020, the closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant was used as the common stock valuation. Prior to the Company’s initial public offering (“IPO”) on October 16, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the Board had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. These factors include: ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an IPO, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the Board determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability—weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an IPO, as well as non-IPO market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an IPO liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an IPO, the fair value of each share granted by the Board will be equal to the closing price of the common stock on the date of grant. Warrants Underlying Shares from common stock offerings — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of offering common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . Segment Data Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), which requires lessees to recognize the following for all leases (with the exception of short term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right of use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11 to amend certain aspects of Topic 842. These amendments provide entities with an additional (and optional) transition method to adopt Topic 842. Under this transition method, an entity initially applies the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings (or other components of equity or net assets, as appropriate) in the period of adoption. On October 16, 2019, the FASB changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2022. Accordingly, Topic 842 is effective for the Company beginning in the first quarter of 2022. Modified retroactive transition approach will be required for operating leases existing at or entered into after the beginning of the earliest comparative period presented. Though the Company is currently evaluating the potential impact of this standard on its financial position, results of operations, and cash flows, the Company expects that adopting the new standard will result in recording a material lease liability and right-of-use asset associated with the Company’s facility lease agreement and subsequent amendments thereto. In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. On April 8, 2020, the FASB has changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2023. The Company is currently evaluating the potential impact of this standard on its financial position, results of operations, and cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (“Topic 350”), which simplifies the test for goodwill impairment. The FASB determined this update was needed because of concern expressed by private companies and their stakeholders about the cost and complexity of the goodwill impairment test. The FASB simplified how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test in this update. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This update was effective for public entities for any annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Accordingly, the Company has adopted this guidance as of December 31, 2021. |
NET LOSS PER SHARE OF COMMON ST
NET LOSS PER SHARE OF COMMON STOCK | 12 Months Ended |
Dec. 31, 2021 | |
NET LOSS PER COMMON SHARE | |
NET LOSS PER SHARE OF COMMON STOCK | 3. NET LOSS PER COMMON SHARE Basic and diluted net loss per common share is determined by dividing net loss less deemed dividends by the weighted-average common shares outstanding during the period. For all periods presented, the common shares underlying the stock options and RSUs, have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average common shares outstanding used to calculate both basic and diluted loss per common shares are the same. The following table illustrates the computation of basic and diluted loss per share: Year Ended December 31, 2021 2020 Net loss $ (25,588,700) $ (19,200,200) Less: Series B Preferred Stock discount amortization — (692,700) Less: Initial Public Offering Common Stock discount amortization (100,000) (19,700) Less: Public Offering Common Stock discount amortization (122,000) — Net loss attributable to common shareholders, basic and diluted $ (25,810,700) $ (19,912,600) Weighted average common shares outstanding, basic and diluted 11,417,083 4,505,867 Net loss per common share, basic and diluted $ (2.26) $ (4.42) For the years ended December 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2021 2020 Options to purchase — 1,647 Restricted Stock Units 73,405 95,815 Total 73,405 97,462 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at: December 31, December 31, 2021 2020 Equipment $ 1,593,100 $ 780,500 Leasehold improvements 1,464,700 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 359,500 151,700 Construction in progress 1,226,600 449,200 4,660,500 2,627,700 Less: Accumulated depreciation (1,031,500) (561,700) Total $ 3,629,000 $ 2,066,000 Depreciation expense was $469,800 and $200,000 for the years ended December 31, 2021 and 2020, respectively. Depreciation expense is allocated between research and development and general and administrative operating expenses on the consolidated statements of operations. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following at: December 31, December 31, 2021 2020 Accrued consulting and outside services $ 467,100 $ 143,200 Accrued compensation 273,900 191,000 Total $ 741,000 $ 334,200 |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
LOAN PAYABLE | |
LOAN PAYABLE | 6. LOAN PAYABLE On May 1, 2020, the Company received a loan in the principal amount of $115,600 (the “SBA Loan”) under the Paycheck Protection Program (“PPP”), which was established under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). The intent and purpose of the PPP is to support companies, during the Coronavirus pandemic, by providing funds for certain specified business expenses, with a focus on payroll. As a qualifying business as defined by the SBA, the Company is using the proceeds from this loan to primarily help maintain its payroll. The term of the SBA Loan promissory note (“the Note”) is two years, though it may be payable sooner in connection with an event of default under the Note. The SBA Loan carries a fixed interest rate of one percent per year, with the first payment due seven months from the date of initial cash receipt. Under the CARES Act and the PPP, certain amounts of loans made under the PPP may be forgiven if the recipients use the loan proceeds for eligible purposes, including payroll costs and certain rent or utility costs, and meet other requirements regarding, among other things, the maintenance of employment and compensation levels. The Company intends to use the SBA Loan for qualifying expenses and to applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. The SBA Loan was forgiven on February 16, 2021. The Note provides for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, materially false or misleading representations to the SBA, and adverse changes in the Company’s financial condition or business operations that may materially affect its ability to pay the SBA Loan. As the legal form of the Note is a debt obligation, the Company accounts for it as debt under ASC 470, Debt, and recorded $105,600 as of December 31, 2020, in the consolidated balance sheet. During the year ended December 31, 2020, the Company received initial proceeds of $115,600 and made a repayment of $10,000 on the SBA Loan, bringing the balance to $105,600 as of December 31, 2020. The Company accrued interest over the term of the loan and did not impute additional interest at a market rate because the guidance on imputing interest in ASC 835-30, Interest, excludes transactions where interest rates are prescribed by a government agency. During the year ended December 31, 2020, the Company applied for forgiveness of the SBA Loan in accordance with the terms of the CARES Act. On February 16, 2021, the SBA granted forgiveness of the SBA Loan and all applicable interest. On the date of forgiveness, the principal and accrued interest totaled $105,800. The forgiveness was classified as a gain on loan extinguishment in the consolidated statement of operations. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2021 | |
NOTE PAYABLE | |
NOTE PAYABLE | 7. NOTE PAYABLE In November 2020, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $540,500 with an annual interest rate of 4.59%, to be paid over a period of nine months. As of December 31, 2020, the remaining payable balance on the financed amount was $362,400. As of December 31, 2021, this financing arrangement was paid in its entirety. In November 2021, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $665,900 with an annual interest rate of 4.59%, to be paid over a period of ten months. As of December 31, 2021, the remaining payable balance on the financed amount was $454,500. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS | |
ACQUISITIONS | 8. InSilico On July 26, 2021, the Company completed its previously announced acquisition of InSilico pursuant to the Membership Interest Purchase Agreement (the “Purchase Agreement”) with InSilico and Michael Ryan (the “Seller”). Pursuant to the terms of the Purchase Agreement, the Company acquired 100% of the membership interest of InSilico by delivering 50,189 shares to the Seller, and granting 33,177 RSUs to the employees of InSilico under the Company’s 2021 Plan (the “Acquisition”). At the closing of the Acquisition, InSilico became a wholly-owned subsidiary of the Company. InSilico, based in Fairfax, VA, is a world class bioinformatics and artificial intelligence services company. The Company determined fair values for the assets purchased, liabilities assumed, and purchase consideration as of the date of acquisition in the following table. The determination of the estimated fair value required management to make significant estimates and assumptions. See below for the fair value of purchase consideration and fair value of net assets acquired. Estimated Fair Value at Acquisition Date Fair value of purchase consideration Fair value of common stock issued to Seller $ 400,000 Fair value of restricted stock units granted 140,000 Fair value of purchase consideration $ 540,000 Fair value of net assets acquired Cash $ 84,000 Accounts receivable 26,000 Fixed asset 1,000 Goodwill (a) 430,000 Other current liabilities (1,000) Fair value of net assets acquired 540,000 (a) Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of the business acquired. This amount also includes intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating InSilico processes with the Company’s. After assessing certain events and circumstances, the Company incurred a Goodwill impairment expense of $430,000 for the year ended December 31, 2021. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 9. Facility Lease Agreements On March 22, 2021, the Company’s board of directors approved a lease expansion within its premises in Houston, Texas. The amended lease agreement commenced on August 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 15,385 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after a 90-day Two further amendments were executed in 2021. The agreements commenced on November 1, 2021, and December 1, 2021 under an operating lease agreement that is noncancelable from commencement until May 1, 2024. The amended lease agreement adds approximately 3,684 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on May 1, 2026. The termination date is effective after a 90-day If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. The total lease payments per month are $51,700 beginning March 1, 2022, and $52,300 beginning May 1, 2023. The Company records rent expense as incurred over the term of the lease. As of December 31, 2021, future minimum commitments under the facility lease agreement are as follows: Amount 2022 616,157 2023 624,825 2024 523,939 Total $ 1,764,921 Annual rent expense for the facility lease agreement was $420,500 and $262,900 for the years ended December 31, 2021 and 2020, respectively, and is included as an allocation between research and development and general and administrative expense in the consolidated statements of operations. License Agreements Legal Proceedings The Company disputes Terrell’s claims and allegations in the Action and intends to vigorously defend against them. On May 21, 2021, the Company filed a motion to dismiss Terrell’s claims in the actions with prejudice, arguing that (i) Terrell’s options-related claims fail because his 2014 and January 2017 agreements were explicitly superseded by a later options agreement, under which Terrell relinquished his prior options; and (ii) Terrell is not entitled to indemnification because the Action relates to contracts between the Company and Terrell in his personal capacity, and not in connection with any activities or duties of Terrell in his official capacity as former director. In response to the motion, filed on June 21, 2021, Terrell withdrew his claim for indemnification, but opposed the portion seeking dismissal of his declaratory judgment claim. The motion was fully briefed with the filing of the Company’s reply brief on July 7, 2021. Oral argument was held before the Vice Chancellor on October 20, 2021. During oral argument, the Vice Chancellor invited the parties to submit supplemental letter briefs on the question of whether the Court of Chancery even had the authority to adjudicate the Action in light of the delegation of authority in Terrell’s most recent stock option agreement with the Company (the “SOA”) to the Company’s Compensation Committee to resolve all disputes regarding the interpretation of the SOA. The parties submitted simultaneous supplemental letters briefs on this issue on November 15, 2021. In a separate matter, on or about August 17 and 23, 2021, Tony Tontat, who at the time was the Chief Financial Officer and a member of the Board, submitted substantially identical reports (the “Complaints”) through the Company’s complaint hotline. These Complaints, alleged, among other topics, risks associated with the Company’s public disclosures in securities filings and in statements made to the public, investors, and potential investors regarding (i) the anticipated timing of the FDA authorization of the IND applications and (ii) the anticipated timing of human clinical trials. These Complaints were subsequently submitted to the Audit Committee of the Board. After receiving the Complaints, the Audit Committee recommended that the Board form, and the Board did in turn form, a Special Committee comprised of three independent directors (the “Special Committee”) to review the Complaints and other related issues (the “Internal Review”). The Special Committee retained an independent counsel to assist it in conducting the Internal Review. On February 2, 2022, following the conclusion of the Internal Review, the Company’s Special Committee reported the results of its Internal Review to the Board. The Board approved certain actions to address the fact that the Company had received communications from the FDA on June 16 and June 17, 2021 that the FDA was placing the IND applications that the Company submitted to the FDA on May 14 and May 17, 2021 for the ALEXIS-PRO-1 and ALEXIS-ISO-1 product candidates, respectively, on clinical hold (the “June 16 and 17 FDA Communications”). On July 13, 2021, the Company received the FDA’s formal clinical hold letters, which asked the Company to address key components regarding the chemical, manufacturing, and control components of the IND applications. On July 16, 2021, the Company issued a press release disclosing that it had received comments from the FDA on the two INDs, but did not use the term “clinical hold.” The Company then consummated a public offering of announcing that these INDs were placed on clinical hold. The Company did not disclose the June 16 and 17, 2021 FDA Communications in (i) the Registration Statement on Form S-1 (Registration No. 333-257427) that was filed on June 25, 2021 and declared effective on June 29, 2021, nor the final prospectus contained therein dated June 29, 2021 (collectively, the “Registration Statement”); or (ii) the Form 10-Q for the fiscal quarter ended June 30, 2021 that was filed with the Securities and Exchange Commission on August 13, 2021. As a result of the disclosure omission of the June 16 and 17 FDA Communications, the Company has concluded that it is reasonably possible that unasserted claims exist for future litigation and losses as of December 31, 2021. However, the Company is unable to estimate any possible range of loss attributed to these unasserted claims at this time. See Note 14 for additional information regarding loss contingencies associated with these unasserted claims transpiring after December 31, 2021. The Company regularly assesses all contingencies and believes, based on information presently known, the Company is not involved in any other matters that would have a material effect on the Company’s financial position, results of operations and cash flows. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 10. On June 17, 2020, the Company filed an amendment to its amended and restated certificate of incorporation to complete a 1-for-3.494 reverse split of the Company’s outstanding shares of common stock. Accordingly, unless otherwise noted, all share and per share information has been restated to retroactively show the effect of these stock splits during the years ended December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company was authorized to issue 300,000,000 shares of common stock and 60,000,000 shares and of Preferred Stock, of which 24,000,000 shares were designated as Series A-1 Preferred Stock. Additionally, 16,500,000 shares and 14,130,435 shares were designated as Series B Preferred Stock as of December 31, 2021 and 2020, respectively. Common Stock On October 15, 2020, the Company received net proceeds of $12,332,700 from its IPO, after deducting underwriting discounts and commissions of $1,275,000 and other offering expenses of $1,392,300 incurred. The Company issued and sold 1,250,000 shares of common stock in the IPO at a price of $12.00 per share. In connection with the IPO, all shares of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock were converted into 624,594 and 469,136 shares of common stock, respectively. On July 2, 2021, the Company received net proceeds of $37,118,100 from a public offering, after deducting underwriting discounts and commissions of $2,424,900 and other offering expenses of $457,000 incurred. The Company issued and sold 8,000,000 shares of common stock in the public offering at a price of $5.00 per share. Below is a table that outlines the initial value of issuances allocated to the IPO and public offering of common stock and the IPO and public offering common stock discount amortization, during the year ended December 31, 2021: 2021 2020 Common Stock Balance at January 1, $ 11,975,400 $ — Common stock issuance from public offering, net of underwriting discounts and commissions and other offering expenses 37,118,100 — Common stock public offering discount (1,051,200) — Common stock issuance from Initial Public Offering, net of underwriting discounts and commissions and other offering expenses — 12,332,700 Common stock Initial Public Offering discount — (377,000) Common stock Initial Public Offering discount amortization 100,000 19,700 Common stock public offering discount amortization 122,000 — Balance at December 31, $ 48,264,300 $ 11,975,400 On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. On June 8, 2020, the Company issued 3,106 and 430 shares of common stock to the Company’s Chief Medical Officer and another employee, respectively. In addition, on June 19, 2020, the Company issued 402,000 and 320,000 shares of common stock to the Company’s Chief Financial Officer and Chief Operating Officer ("the CFO and COO") and Chief Strategy and Innovation Officer ("the CSIO"), respectively. The shares were issued in exchange cash considerations Each holder of outstanding shares of common stock shall be entitled to one vote in respect of each share. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of a majority of the outstanding shares of common stock and preferred stock voting together as a single class. The Company has never paid dividends and has no plans to pay dividends on common stock. As of December 31, 2017, the Company adopted the 2017 Plan. On September 25, 2019, the Board approved an additional 10,000,000 shares to be reserved and authorized under the 2017 Plan. This approval increased the total number of authorized shares from 20,000,000 to 30,000,000. After the reverse stock splits, the total number of authorized shares was updated to 858,615. On June 19, 2020, the Board approved an additional 850,000 shares to be reserved and authorized under the 2017 Plan. This approval increased the total number of authorized shares from 858,615 to 1,708,615. As of June 25, 2021, the Company adopted the 2021 Plan. Under the 2021 Plan, the Board approved an additional 200,000 shares to be reserved and authorized under the 2021 Plan plus any unallocated shares from the 2017 Plan. There were 433,895 shares and 270,933 shares available for issuance as of December 31, 2021 and 2020, respectively. Series B Preferred Stock On matters submitted to a vote of the stockholders of the Company, Series B Preferred Stock, Series A-1 Preferred Stock, and common stock vote together as one class, with the vote of the Series B Preferred Stock on an as-converted basis. Each holder of Series B Preferred Stock shall have a number of votes equal to the shares of common stock into which the shares of Series B Preferred Stock held by such holder are then convertible. With respect rights on liquidation, winding up and dissolution, shares of Series B Preferred Stock rank senior to all shares of common stock, but not senior to Series A-1 Preferred Stock. Each share of Series B Preferred Stock is convertible at any time at the option of the holder at the then current conversion rate. In addition, upon the closing of the sale of shares of common stock to the public in an IPO pursuant to an effective registration statement under the Securities Act of 1933, as amended, all shares of preferred stock shall automatically be converted into shares of common stock at the then effective conversion rate. Accordingly, in connection with the IPO, all shares of the Company’s Series B Preferred Stock were converted into 469,136 shares of common stock on October 15, 2020. Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock, the Series B Preferred Stock discount amortized, and value of Series B Preferred Stock that was converted into additional-paid-in-capital during the year ended December 31: 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 692,700 Series B Preferred Stock conversion to common stock (2,331,300) Balance at December 31, $ — In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or the occurrence of a liquidation, the holders of the shares of Series B Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment shall be made to the holders of common stock by reason of their ownership thereof, an amount per share equal to $0.46, the original issue price. Warrants Underlying Series B Preferred Stock ● 30% of the warrants beginning six months after the date on which the securities of the Company are first listed on a United States national securities exchange (such date, the "Listing Date"); ● An additional 30% of the warrants beginning nine months after the Listing Date; and ● The remainder of the warrants beginning twelve months after the Listing Date. On June 8, 2020, the Company agreed to amend the warrant vesting schedule such that the warrants became immediately exercisable for each warrant holder. Prior to that amendment, the Company had sold 16,391,397 shares of Series B Preferred Stock, which contained 1,399,921 underlying warrants to purchase common stock based on the exercise price and vesting schedule outlined above. These warrants were equity classified and the fair value of $5,533,000 was reflected as additional paid-in capital. On June 8, 2020, warrant holders exercised their option to purchase 335,982 shares of common stock for proceeds of $1,200. Then, on June 10, 2020, warrant holders exercised their option to purchase an additional 1,063,939 shares of common stock for proceeds of $3,700. As of June 30, 2021, there were no warrants underlying Series B Preferred The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the year ended December 31, 2020: Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10.00 Expected dividend yield 0 % Representative's Warrants In connection with the IPO on October 15, 2020, the Company granted the underwriters warrants (the “Underwriters’ Warrants”) to purchase an aggregate of 62,500 shares of common stock at an exercise price of $15.00 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and are not exercisable prior to April 13, 2021. All of the Underwriters’ Warrants were outstanding at December 31, 2021. These warrants were equity classified. As of December 31, 2021 and 2020, the warrant fair values of $257,300 and $357,300 , respectively, is reflected as additional paid-in capital. On the issuance date, the Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions on October 15, 2020: Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % In connection with the public offering on July 2, 2021, the Company granted the underwriters warrants to purchase an aggregate of 400,000 shares of common stock at an exercise price of $6.25 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and are not exercisable prior to January 2, 2022. All of the Underwriters’ Warrants were outstanding at December 31, 2021. These warrants were equity classified. As of December 31, 2021, the warrants contained a fair value of $929,300 and is reflected as additional paid-in capital. On the issuance date, the Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions on July 2, 2021: Risk-free interest rate 0.40 % Expected volatility 98.27 % Expected life (years) 2.75 Expected dividend yield 0 % |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 11. 2017 Stock Incentive Plan— Stock Options The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions for the years ended: December 31, December 31, 2021 2020 Risk-free interest rate 1.09 % 0.15% - 2.92 % Expected volatility 83.34 % 72.29% - 82.52 % Expected life (years) 6.22 4.93 - 6.07 Expected dividend yield 0 % 0 % In the year ended December 31, 2021, the fair value of the shares of common stock underlying the stock options was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date. Prior to the Company’s IPO, the fair value of the shares of common stock underlying the stock options had historically been determined by the Board, with input from management. Because there was no public market for the Company’s shares of common stock prior to October 15, 2020, the Board determined the fair value of the shares of common stock at the time of grant of the stock option by considering a number of objective and subjective factors, including important developments in the Company’s operations, third-party valuations performed, sales of Series A-1 Preferred Stock, sales of Series B Preferred Stock, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price performance and volatility of comparable public companies, and the lack of liquidity of the Company’s shares of common stock, among other factors. The following table summarizes the activity for all stock options outstanding at December 31 under the 2017 Plan: 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.04 Granted 147,038 8.47 86,536 17.95 Exercised (18,891) 6.64 — — Cancelled and forfeited (236,956) 11.68 (194,901) 15.06 Balance at December 31 380,909 $ 8.57 489,718 $ 10.03 Options exercisable at December 31: 372,533 $ 8.49 441,430 $ 9.50 Weighted average grant date fair value for options granted and expected to be vested during the year: $ 8.47 $ 17.43 The intrinsic value of the options exercised during the year ended December 31, 2021 was $33,000. There were no options exercised during the year ended December 31, 2020. The following table summarizes additional information about stock options outstanding and exercisable at December 31, 2021 and 2020, under the 2017 Plan: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2021 380,909 5.45 8.57 — 372,533 8.49 — 2020 489,718 6.37 10.03 554,900 441,430 9.50 — Total stock compensation expense recognized from stock-based compensation awards classified as stock options were recognized in the consolidated statements of operations for the years ended December 31, 2021 and 2020, as follows: Year Ended December 31, 2021 2020 Research and development $ 176,600 $ 1,008,000 General and administrative 274,600 332,000 Total $ 451,200 $ 1,340,000 On August 20, 2020, the Board canceled and terminated 15,792 stock options, granted during the quarter ended June 30, 2020, to four non-employees. Thereafter, on August 20, 2020, the Board granted 21,112 stock options to the same individuals with a grant date fair value of $12.81 per share. There were 3,959 stock option grants that were considered vested on the grant date. The effects of the stock option modifications resulted in $34,900 and $65,900 of stock compensation expense allocable to general and administrative for the years ended December 31, 2021, and 2020, respectively. Included in that amount were $16,000 and $34,800 of incremental compensation costs resulting from the modifications for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, total unrecognized stock compensation expense is $79,909, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 1.01 years. 2017 Stock Incentive Plan—Restricted Stock Units In January 2017, the Board approved the adoption of the 2017 Plan. The 2017 Plan permitted the Company to grant up to 1,708,615 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the 2017 Plan and are available for grant in conjunction with the issuance of new common stock awards. RSUs vest over a specified amount of time or when certain performance metrics are achieved by the Company. In the year ended December 31, 2021, the fair value of the shares of common stock underlying RSUs was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date. Prior to the Company’s IPO, the fair value of the shares of common stock underlying the stock options had historically been determined by the Board, with input from management. . The following table summarizes the activity for all RSUs outstanding under the 2017 Plan at: 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 166,660 7.98 1,655,579 12.84 Vested (37,802) 6.51 — — Cancelled and forfeited (208,145) 12.79 (709,334) 12.87 Nonvested RSUs at December 31, 866,958 $ 12.16 946,245 $ 12.81 Total stock compensation expense recognized from stock-based compensation awards classified as RSUs were recognized in the consolidated statements of operations for the years ended December 31, 2021 and 2020, as follows: Year Ended December 31, 2021 2020 Research and development $ 2,070,600 $ 748,400 General and administrative 1,053,900 1,725,300 Total $ 3,124,500 $ 2,473,700 On August 20, 2020, the Board canceled and terminated 709,334 RSUs, granted during the quarter ended June 30, 2020. The cancelled RSUs were originally granted to five individuals with a grant date fair value of $12.87 per share. Thereafter, on August 20, 2020, the Board granted 946,245 RSUs to the same individuals with a grant date fair value of $12.81 per share. None of the RSU grants were considered vested on the grant date. The RSU grants were modified for three employees and two non-employees. The effects of the RSU modifications resulted in $598,900 and $1,286,800 of stock compensation expense allocable to research and development and general and administrative, respectively, during year ended December 31, 2021. Included in those amounts were incremental compensation costs of $52,500 and $115,200 of stock compensation expense allocable to research and development and general and administrative, respectively, year ended December 31, 2021. The effects of the RSU modifications resulted in $748,400 and $1,725,300 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. Included in those amounts were incremental compensation costs of $166,900 and $402,700 of stock compensation expense allocable to research and development and general and administrative, respectively, during the year ended December 31, 2020. 2021 Stock Incentive Plan—Restricted Stock Units In June 2021, the Company’s board of directors approved the adoption of the 2021 Plan. The 2021 Plan permits the Company to grant up to 217,292 shares of the Company’s common stock awards, including incentive stock options; non-statutory stock options; and conditional share awards to employees, directors, and consultants of the Company. All granted shares that are canceled, forfeited, or expired are returned to the 2021 Plan and are available for grant in conjunction with the issuance of new common stock awards. RSUs vest over a specified amount of time or when certain performance metrics are achieved by the Company. In year ended December 31, 2021, the fair value of the shares of common stock underlying RSUs was determined by the closing stock price listed on the Nasdaq Capital Market on the grant date. The following table summarizes the activity for all RSUs outstanding at December 31, 2021 under the 2021 Plan: 2021 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 102,613 5.20 Vested (37,900) 4.75 Cancelled and forfeited (2,664) 4.22 Nonvested RSUs at December 31, 62,049 $ 5.52 Total stock compensation expense recognized from stock-based compensation awards classified as RSUs were recognized in the consolidated statements of operations for year ended December 31, 2021, as follows: Year Ended December 31, 2021 Research and development 34,300 General and administrative 152,900 Total $ 187,200 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
INCOME TAXES | 12. For the years ended December 31, 2021 and 2020, the Company recognized no provision or benefit from income taxes. The following is a reconciliation of the effective income tax rate to the statutory federal income tax rate for the years ended December 31, 2021 and 2020. 2021 2020 Federal income tax at statutory rates 21.00 % 21.00 % Federal income tax rate reduction Change in valuation allowance (21.00) (21.00) Effective income tax rate — % — % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carryforwards and other balance sheet basis differences. The Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets as of December 31, 2021 and 2020 due to the significant uncertainty about the realization of the deferred tax asset until the Company can operate profitably. The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets are as follows as of December 31: 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforward 8,135,900 3,842,900 Stock compensation expense 4,169,200 3,379,000 Research and development tax credit 874,400 — Intangible assets 95,300 23,600 Total gross deferred tax assets 13,274,800 7,245,500 Valuation allowance (13,274,100) (7,061,600) Property and equipment (700) (183,900) Net deferred tax assets (liabilities) — — As of December 31, 2021 and 2020, the Company has a U.S. net operating loss ("NOL") carryforward of $38,742,400 and $18,299,500, respectively. The NOL carryforwards may be subject to annual limitations due to "change in ownership" provisions of Internal Revenue Code Section 382 ("Section 382") that can be triggered due to future ownership changes. Additionally, the NOL loss carryforwards are subject to examination and adjustments by the Internal Revenue Service until the statute of limitations closes on the year in which the NOL is utilized. Under Section 382, a corporation that undergoes an “ownership change” is subject to an annual limitation on its ability to utilize its pre-change NOL, tax credits or other tax attributes to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own greater than 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a specified testing period. The Company recently performed a Section 382 study to determine whether any of our existing NOLs, tax credits, or other tax attributes would be subject to such limitation. The Company determined, based on that study, that it underwent an “ownership change” during the years ended December 31, 2021 and 2020. The Company believes that the annual limitation will not result in the expiration of any NOLs prior to utilization. However, the annual limitation would result in the expiration of a portion of the research and development tax credit as of December 31, 2021. As of December 31, 2021and 2020, there were no material uncertain tax positions taken by the Company. Additionally, the Company does not expect any unrecognized tax benefits to change significantly over the next twelve months. As of December 31, 2021, the Company is not currently under audit by any income tax authority. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 13. During the year ended December 31, 2020, the Company maintained two separate consulting agreements with the Company’s CSIO and the Company’s CFO and COO. Those consulting agreements were terminated after the completion of the IPO in October 2020. Beginning in the year ended December 31, 2014, the Company entered into its first consulting agreement with the CSIO. Pursuant to the amended agreement dated July 20, 2018, the CSIO is entitled to a consulting fee of $400 per hour, provided that he is limited to nineteen (19) hours per month unless he obtains approval from the Company’s Chief Executive Officer. The consulting agreement indicates that the CSIO will provide a leadership role for the Company’s business development strategies. The consulting fees paid to the CSIO totaled $579,700 in the year ended December 31, 2020. In addition, the Company issued the CSIO 320,000 shares of common stock on June 19, 2020, in exchange for services rendered and no cash considerations. Beginning in the year ended December 31, 2018, the Company entered into its first consulting agreement with the CFO and COO. Initially, his title was "Consultant", and the Company changed his title to CFO and COO on October 25, 2019. The CFO and COO was elected as a director of the Company on January 17, 2020. Pursuant to the agreement on April 18, 2018 and amended on September 4, 2019, the CFO and COO is entitled to a consulting fee of $2,500 per month amended to $10,000 per month plus discretionary bonuses approved by management. The consulting fees paid to the CFO and COO totaled $140,000 in the years ended December 31, 2020. In addition, the Company issued the CFO and COO 402,000 shares of common stock on June 19, 2020 in exchange for services rendered and no cash considerations. After the Company completed the IPO on October 15, 2020, the CFO and COO and the CSIO became full time employees, at which time their consulting agreements were terminated. There were no related party transactions during the year ended December 31, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 14. Legal Complaint Filed Against the Company Sabby Volatility Warrant Master Fund Ltd., et al. v. Kiromic BioPharma, Inc. et al., Case No. 22-cv-1927 (SDNY). On March 7, 2022, entities related to Sabby Management LLC (the “Sabby Entities”) and Empery Asset Management, LP (the “Empery Entities”) filed a complaint in the District Court for the Southern District of New York alleging claims against the Company and certain current and former officers and directors of the Company for alleged violations of Sections 11, 12, and 15 of the Securities Act of 1933 in connection with the purchase of common stock through the Company’s public offering that closed on July 2, 2021. The plaintiffs seek unspecified damages; rescission to the extent they still hold the Company’s securities, or if sold, rescissory damages; reasonable costs and expenses, including attorneys’ and experts’ fees; and other unspecified equitable and injunctive relief. The Company expects to vigorously defend against this claim. The Company has evaluated that it is reasonably possible that the Sabby Entities’ and Empery Entities’ claims may result in an estimated loss ranging between |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). All intercompany balances were eliminated upon consolidation. Operating results for the year ended December 31, 2021 are not necessarily indicative of results to be expected for any future year. |
Use of Estimates | Use of Estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include determination of the fair value of common stock and related stock-based compensation, warrants to purchase common stock underlying shares of Series B Preferred Stock, fair value of purchase price allocations of intangible assets associated with acquisitions, and estimating services incurred by third-party service providers used to recognize research and development expense. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Concentrations of Credit Risk and Other Uncertainties | Concentrations of Credit Risk and Other Uncertainties The Company is subject to certain risks and uncertainties from changes in any of the following areas that the Company believes could have a material adverse effect on future financial position or results of operations: the ability to obtain regulatory approval and market acceptance of, and reimbursement for, the Company’s product candidates; the performance of third-party clinical research organizations and manufacturers; protection of the intellectual property; litigation or claims against the Company based on intellectual property, patent, product, regulatory or other factors; the Company’s ability to attract and retain employees necessary to support commercial success; and changes in the industry or customer requirements including the emergence of competitive products with new capabilities. The Company records receivables resulting from activities under its research grant from an academic institution. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the academic institution. |
Deposit | Deposit |
Property and Equipment | Property and Equipment 1 Estimated useful lives of property and equipment are as follows for the major classes of assets: Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
Internal Use Software Development Costs | Internal Use Software Development Costs |
Goodwill | Goodwill— The Company assessed events and circumstances as of December 31, 2021 which was primarily driven by a reduced stock price as of December 31, 2021. The carrying value of the Company’s assets was in excess of the market value of equity as of December 31, 2021. After analyzing this quantitative circumstance along with other qualitative considerations, the Company’s management determined that an impairment of the entire value of the goodwill was appropriate. Accordingly, the Company incurred an impairment expense on the statement of operations totaling $430,000. Since the Company records a full valuation allowance to offset any deferred tax assets, the Company does not believe this impairment would result in any material tax impact. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Comprehensive Loss | Comprehensive Loss |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The Company records valuation allowances to reduce deferred income tax assets to the amount that is more likely than not to be realized. The Company records uncertain tax positions in accordance with Accounting Standard Codification (“ASC”) 740, Income Taxes accompanying consolidated statements of operations. No such interest or penalties were recognized during the years ended December 31, 2021 and 2020. |
Research and Development Expense | Research and Development Expense The Company accrues and expenses costs of services provided by contract research organizations in connection with preclinical studies and contract manufacturing organizations engaged to manufacture clinical trial material, costs of licensing technology, and costs of services provided by research organizations and service providers. Upfront payments and milestone payments made for the licensing of technology are expensed as research and development in the period in which they are incurred if the technology is not expected to have any alternative future uses other than the specific research and development project for which it was intended. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. The prepaid amounts are expensed as the related goods are delivered or the services are performed rather than when the payment is made. |
Proceeds from Grants | Proceeds from Grants |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. The Company accounts for financial instruments in accordance with ASC 820, Fair Value Measurements Level 1—Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2—Quoted prices in non-active markets or in active markets for similar assets or liabilities, observable inputs other than quoted prices, and inputs that are not directly observable but are corroborated by observable market data. Level 3—Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. There were no changes in the fair value hierarchy levels during the years ended December 31, 2021 and 2020. |
Nonvested Stock Options and Restricted Stock Units | Nonvested Stock Options and Restricted Stock Units The vesting conditions for stock options and RSUs include annual and monthly vesting. Annual vesting conditions are for four years. Monthly vesting conditions range from 10 to 48 months. When nonvested options are vested, they become exercisable over a 10-year The vesting conditions for RSUs include cliff vesting conditions. Certain RSUs vest with a range of 6 to 12 months following the expiration of employee lock-up agreements. Certain RSUs vest based on the later of achievement of key milestones or the expiration of employee lock-up agreements. When nonvested RSUs are vested, they are released to the grantee within sixty days. |
Stock-Based Compensation | Stock-Based Compensation Until the Company’s common stock became publicly traded, the board of directors’ (the “Board”) approach to estimating the fair value of the Company’s common stock includes utilizing methods outlined in the American Institute of Certified Public Accountants’ Practice Aid, Valuation of Privately- Held Company Equity Securities Issued as Compensation. The Company estimates the grant date fair value of stock options using the Black Scholes model and the assumptions used to value such stock options are determined as follows: Expected Term. Risk-Free Interest Rate. Volatility. Dividend Yield. Common Stock Valuations. During the years ended December 31, 2021 and 2020, the closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant was used as the common stock valuation. Prior to the Company’s initial public offering (“IPO”) on October 16, 2020, the Company’s board of directors, with input from management and third-party valuations, determined the fair value of the common stock underlying all stock-based compensation grants. The Company believes that the Board had the relevant experience and expertise to determine the fair value of the Company’s common stock before the Company’s common stock became publicly traded. The Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each grant date. These factors include: ● valuations of the common stock performed by third-party specialists; ● the prices, rights, preferences, and privileges of the Company’s Series A-1 Preferred Stock and Series B Preferred Stock relative to those of the Company’s common stock; ● lack of marketability of the common stock; ● current business conditions and projections; ● hiring of key personnel and the experience of management; ● the Company’s stage of development; ● likelihood of achieving a liquidity event, such as an IPO, a merger or acquisition of the Company given prevailing market conditions, or other liquidation event; ● the market performance of comparable publicly traded companies; and ● the US and global capital market conditions. In valuing the common stock, the Board determined the equity value of the Company’s business using various valuation methods including combinations of income and market approaches. The income approach estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate derived from an analysis of the cost of capital of comparable publicly traded companies in the Company’s industry or similar business operations as of each valuation date and is adjusted to reflect the risks inherent in the Company’s cash flows. The market approach references actual transactions involving (i) the subject being valued, or (ii) similar assets and/or enterprises. For each valuation, the equity value determined by the income and market approaches was then allocated to the common stock using either the option pricing method (“OPM”) or probability—weighted expected return model (“PWERM”). The option pricing method is based on the Black-Scholes option valuation model, which allows for the identification of a range of possible future outcomes, each with an associated probability. The OPM is appropriate to use when the range of possible future outcomes is difficult to predict and thus creates highly speculative forecasts. In general, while simple in its application, management did not use the OPM approach when considering allocation techniques for the valuation of equity interests in early stage, privately held life science companies. Management determined that applying the OPM would violate the major assumptions of the Black Scholes option valuation model approach. Additionally, the simulation approach can generally be reasonably approximated by a scenario-based approach like the PWERM as described below. PWERM involves a forward-looking analysis of the possible future outcomes of the enterprise. This method is particularly useful when discrete future outcomes can be predicted at a relatively high confidence level with a probability distribution. Discrete future outcomes considered under the PWERM include an IPO, as well as non-IPO market-based outcomes. Determining the fair value of the enterprise using the PWERM requires the Company to develop assumptions and estimates for both the probability of an IPO liquidity event and stay private outcomes, as well as the values the Company expects those outcomes could yield. From February 2018 to October 2020, the Company has valued its common stock based on a PWERM. Application of the Company’s approach involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact valuations as of each valuation date and may have a material impact on the valuation of the common stock. For valuations after the completion of an IPO, the fair value of each share granted by the Board will be equal to the closing price of the common stock on the date of grant. |
Warrants Underlying Shares from common stock offerings | Warrants Underlying Shares from common stock offerings — Debt with conversion and other options The Company estimated the fair value of warrants underlying shares of offering common stock using the Black-Scholes option-valuation model and the assumptions used to value such warrants are determined as follows: Expected Term . Risk-Free Interest Rate . Volatility . Dividend Yield . Common Stock Valuations . Exercise Price . |
Segment Data | Segment Data |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), which requires lessees to recognize the following for all leases (with the exception of short term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right of use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. In July 2018, the FASB issued ASU 2018-11 to amend certain aspects of Topic 842. These amendments provide entities with an additional (and optional) transition method to adopt Topic 842. Under this transition method, an entity initially applies the transition requirements in Topic 842 at that Topic’s effective date with the effects of initially applying Topic 842 recognized as a cumulative effect adjustment to the opening balance of retained earnings (or other components of equity or net assets, as appropriate) in the period of adoption. On October 16, 2019, the FASB changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2022. Accordingly, Topic 842 is effective for the Company beginning in the first quarter of 2022. Modified retroactive transition approach will be required for operating leases existing at or entered into after the beginning of the earliest comparative period presented. Though the Company is currently evaluating the potential impact of this standard on its financial position, results of operations, and cash flows, the Company expects that adopting the new standard will result in recording a material lease liability and right-of-use asset associated with the Company’s facility lease agreement and subsequent amendments thereto. In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in ASU 2016-13 require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. On April 8, 2020, the FASB has changed the effective date of this standard applicable to the Company as an emerging growth company to January 1, 2023. The Company is currently evaluating the potential impact of this standard on its financial position, results of operations, and cash flows. In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (“Topic 350”), which simplifies the test for goodwill impairment. The FASB determined this update was needed because of concern expressed by private companies and their stakeholders about the cost and complexity of the goodwill impairment test. The FASB simplified how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test in this update. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. In computing the implied fair value of goodwill under Step 2, an entity had to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. This update was effective for public entities for any annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Accordingly, the Company has adopted this guidance as of December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of property and equipment | Asset Description Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
NET LOSS PER SHARE OF COMMON _2
NET LOSS PER SHARE OF COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
NET LOSS PER COMMON SHARE | |
Schedule of earnings per share, basic and diluted | Year Ended December 31, 2021 2020 Net loss $ (25,588,700) $ (19,200,200) Less: Series B Preferred Stock discount amortization — (692,700) Less: Initial Public Offering Common Stock discount amortization (100,000) (19,700) Less: Public Offering Common Stock discount amortization (122,000) — Net loss attributable to common shareholders, basic and diluted $ (25,810,700) $ (19,912,600) Weighted average common shares outstanding, basic and diluted 11,417,083 4,505,867 Net loss per common share, basic and diluted $ (2.26) $ (4.42) |
Schedule of antidilutive securities excluded from computation of earnings per share | For the years ended December 31, 2021 and 2020, potentially dilutive securities excluded from the computations of diluted weighted-average common shares outstanding were (in shares): December 31, December 31, 2021 2020 Options to purchase — 1,647 Restricted Stock Units 73,405 95,815 Total 73,405 97,462 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment | December 31, December 31, 2021 2020 Equipment $ 1,593,100 $ 780,500 Leasehold improvements 1,464,700 1,229,700 Office furniture, fixtures, and equipment 16,600 16,600 Software 359,500 151,700 Construction in progress 1,226,600 449,200 4,660,500 2,627,700 Less: Accumulated depreciation (1,031,500) (561,700) Total $ 3,629,000 $ 2,066,000 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, 2021 2020 Accrued consulting and outside services $ 467,100 $ 143,200 Accrued compensation 273,900 191,000 Total $ 741,000 $ 334,200 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
ACQUISITIONS | |
Schedule of fair value of purchase consideration and fair value of net assets acquired | Estimated Fair Value at Acquisition Date Fair value of purchase consideration Fair value of common stock issued to Seller $ 400,000 Fair value of restricted stock units granted 140,000 Fair value of purchase consideration $ 540,000 Fair value of net assets acquired Cash $ 84,000 Accounts receivable 26,000 Fixed asset 1,000 Goodwill (a) 430,000 Other current liabilities (1,000) Fair value of net assets acquired 540,000 (a) Goodwill represents the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of the business acquired. This amount also includes intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating InSilico processes with the Company’s. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of future minimum rental payments for operating leases | Amount 2022 616,157 2023 624,825 2024 523,939 Total $ 1,764,921 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Schedule of initial value of issuances allocated to IPO common stock, IPO common stock discount amortized and value of IPO common stock converted into additional paid-in-capital | 2021 2020 Common Stock Balance at January 1, $ 11,975,400 $ — Common stock issuance from public offering, net of underwriting discounts and commissions and other offering expenses 37,118,100 — Common stock public offering discount (1,051,200) — Common stock issuance from Initial Public Offering, net of underwriting discounts and commissions and other offering expenses — 12,332,700 Common stock Initial Public Offering discount — (377,000) Common stock Initial Public Offering discount amortization 100,000 19,700 Common stock public offering discount amortization 122,000 — Balance at December 31, $ 48,264,300 $ 11,975,400 |
Common Stock Warrants - Representative | Initial Public Offering | |
Stockholders' Equity | |
Schedule of assumptions used to estimate fair value of warrants | Risk-free interest rate 0.18 % Expected volatility 94.08 % Expected life (years) 2.74 Expected dividend yield 0 % |
Common Stock Warrants - Representative | Public Offering | |
Stockholders' Equity | |
Schedule of assumptions used to estimate fair value of warrants | Risk-free interest rate 0.40 % Expected volatility 98.27 % Expected life (years) 2.75 Expected dividend yield 0 % |
Series B Preferred Stock | |
Stockholders' Equity | |
Schedule of initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock discount amortized | Below is a table that outlines the initial value of issuances allocated to Series B Preferred Stock, the Series B Preferred Stock discount amortized, and value of Series B Preferred Stock that was converted into additional-paid-in-capital during the year ended December 31: 2020 Series B Preferred Stock Balance at January 1, $ 1,306,900 Series B Preferred Stock proceeds 3,000,000 Series B Preferred Stock discount (2,668,300) Series B Preferred Stock discount amortization 692,700 Series B Preferred Stock conversion to common stock (2,331,300) Balance at December 31, $ — |
Schedule of assumptions used to estimate fair value of warrants | The Black-Scholes option-pricing model was used to estimate the fair value of the warrants with the following weighted-average assumptions for the year ended December 31, 2020: Risk-free interest rate 1.54% - 1.88 % Expected volatility 71.95% - 72.71 % Expected life (years) 10.00 Expected dividend yield 0 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Incentive Plan 2017 | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used to estimate fair value of stock options | December 31, December 31, 2021 2020 Risk-free interest rate 1.09 % 0.15% - 2.92 % Expected volatility 83.34 % 72.29% - 82.52 % Expected life (years) 6.22 4.93 - 6.07 Expected dividend yield 0 % 0 % |
Schedule of stock option activity | 2021 2020 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year 489,718 $ 10.03 598,083 $ 11.04 Granted 147,038 8.47 86,536 17.95 Exercised (18,891) 6.64 — — Cancelled and forfeited (236,956) 11.68 (194,901) 15.06 Balance at December 31 380,909 $ 8.57 489,718 $ 10.03 Options exercisable at December 31: 372,533 $ 8.49 441,430 $ 9.50 Weighted average grant date fair value for options granted and expected to be vested during the year: $ 8.47 $ 17.43 Options Outstanding Options Exercisable Weighted Average Weighted Weighted Remaining Average Aggregate Average Aggregate As of Options Contractual Exercise Intrinsic Options Exercise Intrinsic December 31, Outstanding Life Price Value Exercisable Price Value 2021 380,909 5.45 8.57 — 372,533 8.49 — 2020 489,718 6.37 10.03 554,900 441,430 9.50 — |
Schedule of stock-based compensation | Year Ended December 31, 2021 2020 Research and development $ 176,600 $ 1,008,000 General and administrative 274,600 332,000 Total $ 451,200 $ 1,340,000 |
Stock Incentive Plan 2017 | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock unit activity | 2021 2020 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year 946,245 $ 12.81 — $ — Granted 166,660 7.98 1,655,579 12.84 Vested (37,802) 6.51 — — Cancelled and forfeited (208,145) 12.79 (709,334) 12.87 Nonvested RSUs at December 31, 866,958 $ 12.16 946,245 $ 12.81 |
Schedule of stock-based compensation | Year Ended December 31, 2021 2020 Research and development $ 2,070,600 $ 748,400 General and administrative 1,053,900 1,725,300 Total $ 3,124,500 $ 2,473,700 |
Stock Incentive Plan 2021 | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock unit activity | 2021 Weighted Average Grant Date Fair Value Shares Per Share Nonvested RSUs at beginning of year — $ — Granted 102,613 5.20 Vested (37,900) 4.75 Cancelled and forfeited (2,664) 4.22 Nonvested RSUs at December 31, 62,049 $ 5.52 |
Schedule of stock-based compensation | Year Ended December 31, 2021 Research and development 34,300 General and administrative 152,900 Total $ 187,200 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
INCOME TAXES | |
Schedule of reconciliation of the effective income tax rate to the statutory federal income tax rate | 2021 2020 Federal income tax at statutory rates 21.00 % 21.00 % Federal income tax rate reduction Change in valuation allowance (21.00) (21.00) Effective income tax rate — % — % |
Schedule of tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets | 2021 2020 Deferred tax assets (liabilities): Net operating loss carryforward 8,135,900 3,842,900 Stock compensation expense 4,169,200 3,379,000 Research and development tax credit 874,400 — Intangible assets 95,300 23,600 Total gross deferred tax assets 13,274,800 7,245,500 Valuation allowance (13,274,100) (7,061,600) Property and equipment (700) (183,900) Net deferred tax assets (liabilities) — — |
ORGANIZATION (Details)
ORGANIZATION (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2018 | |
ORGANIZATION | |||
Cash flow from operations | $ (20,321,500) | $ (6,126,600) | |
Accumulated deficit | (67,216,500) | $ (41,627,800) | |
NIH Grant receivable | $ 2,235,000 | ||
Phase II approved amount of grant | $ 1,384,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Dec. 31, 2021item |
Deferred costs | |
Number of lease facilities with deposit held by lessor | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment | ||
Impairment of long-lived assets held-for-use | $ 0 | |
Goodwill impairment expense | 430,000 | |
Unrecognized tax benefits, interest or penalties | 0 | $ 0 |
Grants recognized | $ 0 | 142,400 |
Minimum | ||
Property and Equipment | ||
Property plant and equipment useful life | 1 year | |
Maximum | ||
Property and Equipment | ||
Property plant and equipment useful life | 8 years | |
Laboratory equipment | Minimum | ||
Property and Equipment | ||
Property plant and equipment useful life | 3 years | |
Laboratory equipment | Maximum | ||
Property and Equipment | ||
Property plant and equipment useful life | 8 years | |
Leasehold improvements | Minimum | ||
Property and Equipment | ||
Property plant and equipment useful life | 1 year | |
Leasehold improvements | Maximum | ||
Property and Equipment | ||
Property plant and equipment useful life | 7 years | |
Office furniture, fixtures, and equipment | ||
Property and Equipment | ||
Property plant and equipment useful life | 5 years | |
Software | Minimum | ||
Property and Equipment | ||
Property plant and equipment useful life | 3 years | |
Software | Maximum | ||
Property and Equipment | ||
Property plant and equipment useful life | 5 years | |
Software development costs | ||
Property and Equipment | ||
Property plant and equipment useful life | 5 years | |
Capitalized software development costs | $ 207,800 | $ 10,200 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Changes in fair value hierarchy levels | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nonvested Stock Options (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Nonvested Stock Options | ||
Expected dividend yield | 0.00% | |
Monthly Vesting Conditions | Minimum | Restricted Stock Units | ||
Nonvested Stock Options | ||
Vesting period | 6 months | |
Monthly Vesting Conditions | Maximum | Restricted Stock Units | ||
Nonvested Stock Options | ||
Vesting period | 12 months | |
Stock Incentive Plan 2017 | Restricted Stock Units | ||
Nonvested Stock Options | ||
Period, after vesting, during which shares are released to grantee | 60 days | |
Stock Incentive Plan 2017 | Stock Options | ||
Nonvested Stock Options | ||
Expiration period | 10 years | |
Expected dividend yield | 0.00% | 0.00% |
Stock Incentive Plan 2017 | Annual Vesting Conditions | ||
Nonvested Stock Options | ||
Vesting period | 4 years | |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Minimum | ||
Nonvested Stock Options | ||
Expiration period | 10 months | |
Stock Incentive Plan 2017 | Monthly Vesting Conditions | Maximum | ||
Nonvested Stock Options | ||
Vesting period | 48 months |
NET LOSS PER SHARE OF COMMON _3
NET LOSS PER SHARE OF COMMON STOCK - Computation of basic and diluted earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net loss per common share | ||
Net loss | $ (25,588,700) | $ (19,200,200) |
Less: Initial Public Offering Common Stock discount amortization | (100,000) | (19,700) |
Less: Common Stock discount amortization | (122,000) | |
Net loss attributable to common shareholders, basic | (25,810,700) | (19,912,600) |
Net loss attributable to common shareholders, diluted | $ (25,810,700) | $ (19,912,600) |
Weighted average common shares outstanding, basic | 11,417,083 | 4,505,867 |
Weighted average common shares outstanding, diluted | 11,417,083 | 4,505,867 |
Net loss per common share, basic | $ (2.26) | $ (4.42) |
Net loss per common share, diluted | $ (2.26) | $ (4.42) |
Series B Preferred Stock | ||
Net loss per common share | ||
Series B Preferred Stock discount amortization | $ (692,700) |
NET LOSS PER SHARE OF COMMON _4
NET LOSS PER SHARE OF COMMON STOCK - Dilutive Securities Excluded From the Computations of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Series A-1 Preferred Stock | ||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||
Potentially dilutive securities | 73,405 | 97,462 |
Stock Options | ||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||
Potentially dilutive securities | 1,647 | |
Restricted Stock Units | ||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||
Potentially dilutive securities | 73,405 | 95,815 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | $ 4,660,500 | $ 2,627,700 |
Less: Accumulated depreciation | (1,031,500) | (561,700) |
Total | 3,629,000 | 2,066,000 |
Depreciation | 469,800 | 200,000 |
Equipment | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 1,593,100 | 780,500 |
Leasehold improvements | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 1,464,700 | 1,229,700 |
Office furniture, fixtures, and equipment | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 16,600 | 16,600 |
Software | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 359,500 | 151,700 |
Construction in progress | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | $ 1,226,600 | $ 449,200 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued consulting and outside services | $ 467,100 | $ 143,200 |
Accrued compensation | 273,900 | 191,000 |
Total | $ 741,000 | $ 334,200 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | May 01, 2020 | Dec. 31, 2020 |
Current loan payable | ||
Loan payable | $ 105,600 | |
Loan initial proceeds | 115,600 | |
SBA Loan | ||
Current loan payable | ||
Principal amount | $ 115,600 | 105,600 |
Loan payable | 105,600 | |
Loan initial proceeds | 115,600 | |
Loan repayments | 10,000 | |
Loan term | 2 years | |
Loan fixed interest rate | 1.00% | |
Loan first payment due | 7 months | |
Loan forgiveness | $ 105,800 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | 1 Months Ended | |||
Nov. 30, 2021 | Nov. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Note payable | ||||
Note payable | $ 454,500 | $ 362,400 | ||
Director and Officer Insurance Policy Financing | ||||
Note payable | ||||
Note payable | $ 665,900 | $ 540,500 | $ 454,500 | $ 362,400 |
Interest rate | 4.59% | 4.59% | ||
Note term | 10 months | 9 months |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | Jul. 26, 2021 | Dec. 31, 2021 |
Fair value of net assets acquired | ||
Goodwill impairment expense | $ 430,000 | |
InSilico | ||
Acquisitions | ||
Interest percentage acquired | 100.00% | |
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 50,189 | |
Restricted stock units granted | 33,177 | |
Fair value of purchase consideration | ||
Fair value of common stock issued to Seller | $ 400,000 | |
Fair value of restricted stock units granted | 140,000 | |
Fair value of purchase consideration | 540,000 | |
Fair value of net assets acquired | ||
Cash | 84,000 | |
Accounts receivable | 26,000 | |
Fixed asset | 1,000 | |
Goodwill | 430,000 | |
Other current liabilities | (1,000) | |
Fair value of net assets acquired | $ 540,000 | |
Goodwill impairment expense | $ 430,000 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Facility lease agreements (Details) | May 01, 2023USD ($) | Mar. 01, 2022USD ($) | Dec. 01, 2021itemUSD ($) | Aug. 01, 2021itemUSD ($) | Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) |
COMMITMENTS AND CONTINGENCIES | ||||||
Additional office space leased | 3,684 | 15,385 | ||||
Period of time after notice of cancellation that the lease effectively terminates | 90 days | 90 days | ||||
Number of lease amendments executed | item | 2 | |||||
Number of months rent due as a termination payment if lease cancellation option exercised | item | 3 | 3 | ||||
Total lease payments per month | $ 52,300 | $ 51,700 | ||||
Rent expense | $ 420,500 | $ 262,900 | ||||
Future minimum commitments | ||||||
2022 | 616,157 | |||||
2023 | 624,825 | |||||
2024 | 523,939 | |||||
Total | $ 1,764,921 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Legal proceedings (Details) | Jul. 02, 2021USD ($) | Mar. 22, 2021$ / sharesshares | Dec. 31, 2021USD ($)director | Dec. 31, 2020USD ($) |
Legal proceedings | ||||
Number of directors named to a special committee to perform an internal review | director | 3 | |||
Proceeds from Issuance of Common Stock | $ | $ 40,000,000 | $ 15,000,000 | ||
Strategic Alliance Agreement | ||||
Legal proceedings | ||||
Proceeds from Issuance of Common Stock | $ | $ 40,000,000 | |||
Jason Terrell - 2014 Consulting Agreement | ||||
Legal proceedings | ||||
Number of stock options sought | shares | 500,000 | |||
Stock option exercise price | $ / shares | $ 0.50 | |||
Jason Terrell - 2017 Non-employee Director Options Agreement | ||||
Legal proceedings | ||||
Number of stock options sought | shares | 500,005 | |||
Stock option exercise price | $ / shares | $ 0.17 |
STOCKHOLDERS EQUITY - Informati
STOCKHOLDERS EQUITY - Information (Details) | Jun. 19, 2020USD ($)shares | Jun. 17, 2020shares | Jun. 10, 2020USD ($)shares | Jun. 08, 2020USD ($)Voteshares | Sep. 25, 2019shares | Dec. 31, 2021$ / sharesshares | Dec. 31, 2020USD ($)shares | Jun. 30, 2021shares | Jun. 25, 2021shares | Sep. 24, 2019shares |
Stockholder's equity (Deficit) | ||||||||||
Reverse split | 3.494 | |||||||||
Preferred stock, authorized | 60,000,000 | 60,000,000 | ||||||||
Common stock, authorized | 300,000,000 | 300,000,000 | ||||||||
Warrants to purchase shares | 1,063,939 | 335,982 | ||||||||
Proceeds from issuance of warrants | $ | $ 3,700 | $ 1,200 | $ 4,900 | |||||||
Stock compensation expenses | $ | $ 9,432,000 | |||||||||
Number of Votes | Vote | 1 | |||||||||
Dividend paid | $ / shares | $ 0 | |||||||||
Shares available for issuance | 433,895 | 270,933 | ||||||||
Stock Incentive Plan 2017 | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Additional shares authorized | 850,000 | 10,000,000 | ||||||||
Authorized shares | 1,708,615 | 858,615 | 30,000,000 | 20,000,000 | ||||||
Stock Incentive Plan 2021 | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Authorized shares | 200,000 | |||||||||
Employees | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Shares issued for services | 430 | |||||||||
Cash consideration | $ | $ 0 | |||||||||
CMO | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Shares issued for services | 3,106 | |||||||||
Cash consideration | $ | $ 0 | |||||||||
CFO and COO | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Shares issued for services | 402,000 | |||||||||
Cash consideration | $ | $ 0 | |||||||||
CSIO | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Shares issued for services | 320,000 | |||||||||
Cash consideration | $ | $ 0 | |||||||||
Series A-1 Preferred Stock | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Preferred stock, authorized | 24,000,000 | 24,000,000 | ||||||||
Series B Preferred Stock | ||||||||||
Stockholder's equity (Deficit) | ||||||||||
Preferred stock, authorized | 16,500,000 | 14,130,435 | ||||||||
Warrants to purchase shares | 1,063,939 | 335,982 | 1,399,921 | |||||||
Proceeds from issuance of warrants | $ | $ 3,700 | $ 1,200 | ||||||||
Warrants outstanding | 0 |
STOCKHOLDERS EQUITY - Common St
STOCKHOLDERS EQUITY - Common Stock (Details) - USD ($) | Jul. 02, 2021 | Oct. 15, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2021 |
Common stock | |||||||
Offering expenses | $ 2,881,900 | $ 2,667,300 | |||||
Beginning balance | 11,975,400 | ||||||
Ending Balance | 48,264,300 | $ 11,975,400 | |||||
Series B Preferred Stock | |||||||
Common stock | |||||||
Shares issued | 1,739,130 | 4,782,608 | 16,391,397 | ||||
Initial Public Offering | |||||||
Common stock | |||||||
Common stock initial public offering proceeds, net of issuance costs | $ 12,332,700 | ||||||
Underwriting discounts and commissions | 1,275,000 | ||||||
Offering expenses | $ 1,392,300 | ||||||
Shares issued | 1,250,000 | ||||||
Share price | $ 12 | ||||||
Common stock issuance, net of underwriting discounts and commissions and other offering expenses | $ 12,332,700 | ||||||
Common stock discount | (377,000) | ||||||
Common stock discount amortization | 100,000 | $ 19,700 | |||||
Initial Public Offering | Series A-1 Preferred Stock | |||||||
Common stock | |||||||
Stock issued on conversion | 624,594 | ||||||
Initial Public Offering | Series B Preferred Stock | |||||||
Common stock | |||||||
Stock issued on conversion | 469,136 | ||||||
Public Offering | |||||||
Common stock | |||||||
Proceeds from issuance of common stock net of issuance costs | $ 37,118,100 | ||||||
Underwriting discounts and commissions | 2,424,900 | ||||||
Offering expenses | $ 457,000 | ||||||
Shares issued | 8,000,000 | ||||||
Share price | $ 5 | $ 5 | |||||
Common stock issuance, net of underwriting discounts and commissions and other offering expenses | 37,118,100 | ||||||
Common stock discount | (1,051,200) | ||||||
Common stock discount amortization | $ 122,000 |
STOCKHOLDERS EQUITY - Preferred
STOCKHOLDERS EQUITY - Preferred Stock (Details) - USD ($) | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 29, 2020 |
Stockholder's equity (Deficit) | |||||
Issuance of stock | $ 36,288,900 | $ 11,975,400 | |||
Preferred stock, authorized | 60,000,000 | 60,000,000 | |||
Series B Preferred Stock | |||||
Stockholder's equity (Deficit) | |||||
Shares issued | 1,739,130 | 4,782,608 | 16,391,397 | ||
Issuance of stock | $ 800,000 | $ 2,200,000 | |||
Original issue price | $ 0.46 | ||||
Preferred stock, authorized | 16,500,000 | 14,130,435 | |||
Series B Preferred Stock | Maximum | |||||
Stockholder's equity (Deficit) | |||||
Preferred stock, authorized | 16,500,000 |
STOCKHOLDERS EQUITY - Initial v
STOCKHOLDERS EQUITY - Initial value of issuances allocated to Series B Preferred Stock and the Series B Preferred Stock (Details) - Series B Preferred Stock | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Stockholder's equity (Deficit) | |
Balance at beginning of period | $ 1,306,900 |
Series B Preferred Stock proceeds | 3,000,000 |
Series B Preferred Stock discount | (2,668,300) |
Series B Preferred Stock discount amortization | 692,700 |
Series B Preferred Stock conversion to common stock | $ (2,331,300) |
STOCKHOLDERS EQUITY - Warrants
STOCKHOLDERS EQUITY - Warrants Underlying Series B Preferred Stock (Details) - USD ($) | Jun. 10, 2020 | Jun. 08, 2020 | Jan. 31, 2020 | Jan. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 |
Stockholder's equity (Deficit) | |||||||
Warrants to purchase shares | 1,063,939 | 335,982 | |||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | $ 4,900 | ||||
Series B Preferred Stock | |||||||
Stockholder's equity (Deficit) | |||||||
Warrants to purchase | 0.0859 | ||||||
Warrant purchase price (in dollars per share) | $ 0.003494 | ||||||
Warrant expiration term | 10 years | ||||||
Shares issued | 1,739,130 | 4,782,608 | 16,391,397 | ||||
Warrants to purchase shares | 1,063,939 | 335,982 | 1,399,921 | ||||
Fair value of preferred stock and warrants | $ 5,533,000 | ||||||
Proceeds from issuance of warrants | $ 3,700 | $ 1,200 | |||||
Warrants outstanding | 0 | ||||||
Series B Preferred Stock | Warrants exercise beginning six months after the listing date | |||||||
Stockholder's equity (Deficit) | |||||||
Warrant exercise percentage | 30.00% | ||||||
Series B Preferred Stock | Warrants exercise beginning nine months after the listing date | |||||||
Stockholder's equity (Deficit) | |||||||
Warrant exercise percentage | 30.00% |
STOCKHOLDERS EQUITY - Estimate
STOCKHOLDERS EQUITY - Estimate the fair value of the warrants (Details) - Series B Preferred Stock Warrant | Dec. 31, 2020 |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember |
Measurement Input, Risk Free Interest Rate | Minimum | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Measurement Input | 0.0154 |
Measurement Input, Risk Free Interest Rate | Maximum | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Measurement Input | 0.0188 |
Measurement Input, Price Volatility | Minimum | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Measurement Input | 0.7195 |
Measurement Input, Price Volatility | Maximum | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Measurement Input | 0.7271 |
Measurement Input, Expected Term | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Term | 10 years |
Measurement Input, Expected Dividend Rate | |
Weighted average valuation assumptions | |
Warrants and Rights Outstanding, Measurement Input | 0 |
STOCKHOLDERS EQUITY - Represent
STOCKHOLDERS EQUITY - Representative's Warrants (Details) - Common Stock Warrants - Representative | Jul. 02, 2021$ / sharesshares | Oct. 15, 2020$ / sharesshares | Dec. 31, 2021USD ($) | Jul. 31, 2021$ / shares | Dec. 31, 2020USD ($) |
Initial Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants fair value | $ | $ 257,300 | $ 357,300 | |||
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Warrants | |||||
Number of warrants granted | shares | 62,500 | ||||
Warrant exercise price | $ 15 | ||||
Exercise price as a percentage of the initial offering price | 125.00% | ||||
Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants fair value | $ | $ 929,300 | ||||
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | ||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Warrants | |||||
Number of warrants granted | shares | 400,000 | ||||
Warrant exercise price | $ 6.25 | $ 6.25 | |||
Exercise price as a percentage of the initial offering price | 125.00% | ||||
Measurement Input, Risk Free Interest Rate | Initial Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0.0018 | ||||
Measurement Input, Risk Free Interest Rate | Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0.0040 | ||||
Measurement Input, Price Volatility | Initial Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0.9408 | ||||
Measurement Input, Price Volatility | Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0.9827 | ||||
Measurement Input, Expected Term | Initial Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Term | 2 years 8 months 26 days | ||||
Measurement Input, Expected Term | Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Term | 2 years 9 months | ||||
Measurement Input, Expected Dividend Rate | Initial Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0 | ||||
Measurement Input, Expected Dividend Rate | Public Offering | |||||
Weighted average valuation assumptions | |||||
Warrants and Rights Outstanding, Measurement Input | 0 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted average assumptions | ||
Expected dividend yield | 0.00% | |
Stock Incentive Plan 2017 | Stock Options | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.09% | |
Risk-free interest rate, minimum | 0.15% | |
Risk-free interest rate, maximum | 2.92% | |
Expected volatility | 83.34% | |
Expected volatility, minimum | 72.29% | |
Expected volatility, maximum | 82.52% | |
Expected life (years) | 6 years 2 months 19 days | |
Expected dividend yield | 0.00% | 0.00% |
Stock Incentive Plan 2017 | Stock Options | Minimum | ||
Weighted average assumptions | ||
Expected life (years) | 4 years 11 months 4 days | |
Stock Incentive Plan 2017 | Stock Options | Maximum | ||
Weighted average assumptions | ||
Expected life (years) | 6 years 25 days |
STOCK-BASED COMPENSATION - Summ
STOCK-BASED COMPENSATION - Summarizes Stock Options Outstanding (Details) - Stock Incentive Plan 2017 - Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Stock option activity | ||
Options outstanding at beginning of year | 489,718 | 598,083 |
Granted | 147,038 | 86,536 |
Exercised | (18,891) | 0 |
Cancelled and forfeited | (236,956) | (194,901) |
Balance at end of period | 380,909 | 489,718 |
Options exercisable at June 30: | 372,533 | 441,430 |
Intrinsic value of options exercised | $ 33,000 | |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ 10.03 | $ 11.04 |
Granted | 8.47 | 17.95 |
Exercised | 6.64 | |
Cancelled and forfeited | 11.68 | 15.06 |
Balance at end of period | 8.57 | 10.03 |
Options exercisable at June 30: | 8.49 | 9.50 |
Weighted average grant date fair value for options granted and expected to be vested during the year: | $ 8.47 | $ 17.43 |
Additional stock option information | ||
Options outstanding, number | 380,909 | 489,718 |
Options outstanding, weighted average remaining contractual life | 5 years 5 months 12 days | 6 years 4 months 13 days |
Options outstanding, weighted average exercise price | $ 8.57 | $ 10.03 |
Options outstanding, aggregate intrinsic value | $ 554,900 | |
Options exercisable, number | 372,533 | 441,430 |
Options exercisable, weighted average exercise price | $ 8.49 | $ 9.50 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Modifications (Details) | Aug. 20, 2020employee$ / sharesshares | Jun. 08, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares |
Stock compensation expense | ||||
Stock compensation expense | $ 9,432,000 | |||
Stock Incentive Plan 2017 | Stock Options | ||||
Stock compensation expense | ||||
Stock compensation expense | $ 451,200 | $ 1,340,000 | ||
Cancelled and forfeited | shares | 236,956 | 194,901 | ||
Number of individuals affected by modifications | employee | 4 | |||
Granted | shares | 147,038 | 86,536 | ||
Weighted average grant date fair value for options granted and expected to be vested during the year: | $ / shares | $ 8.47 | $ 17.43 | ||
Total unrecognized stock compensation expense | $ 79,909 | |||
Weighted-average period over which cost not yet recognized is expected to be recognized | 1 year 3 days | |||
Stock Incentive Plan 2017 | Stock Options | Research and development | ||||
Stock compensation expense | ||||
Stock compensation expense | $ 176,600 | $ 1,008,000 | ||
Stock Incentive Plan 2017 | Stock Options | General and administrative | ||||
Stock compensation expense | ||||
Stock compensation expense | 274,600 | 332,000 | ||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | ||||
Stock compensation expense | ||||
Cancelled and forfeited | shares | 15,792 | |||
Granted | shares | 21,112 | |||
Weighted average grant date fair value for options granted and expected to be vested during the year: | $ / shares | $ 12.81 | |||
Options vested | shares | 3,959 | |||
Stock Incentive Plan 2017 | Stock Options | Four Nonemployees | General and administrative | ||||
Stock compensation expense | ||||
Effect of modifications on stock compensation expense | 34,900 | 65,900 | ||
Incremental compensation costs | $ 16,000 | $ 34,800 |
STOCK-BASED COMPENSATION - 2017
STOCK-BASED COMPENSATION - 2017 and 2021 Stock Incentive Plan-Restricted Stock Units (Details) | Aug. 20, 2020individual$ / sharesshares | Jun. 08, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 30, 2021shares | Jun. 25, 2021shares | Jun. 19, 2020shares | Jun. 17, 2020shares | Sep. 25, 2019shares | Sep. 24, 2019shares | Jan. 31, 2017shares |
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 9,432,000 | ||||||||||
Restricted Stock Units | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 3,124,500 | $ 2,473,700 | |||||||||
Restricted Stock Units | Research and development | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | 2,070,600 | 748,400 | |||||||||
Restricted Stock Units | General and administrative | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 1,053,900 | $ 1,725,300 | |||||||||
Stock Incentive Plan 2017 | |||||||||||
Restricted stock units | |||||||||||
Authorized shares | 1,708,615 | 858,615 | 30,000,000 | 20,000,000 | |||||||
Stock Incentive Plan 2017 | Restricted Stock Units | |||||||||||
Restricted stock units | |||||||||||
Authorized shares | 1,708,615 | ||||||||||
Number of individuals affected by modifications | individual | 5 | ||||||||||
Restricted stock unit activity | |||||||||||
Nonvested RSUs at beginning of year | 946,245 | ||||||||||
Granted | 946,245 | 166,660 | 1,655,579 | ||||||||
Vested | 0 | (37,802) | |||||||||
Cancelled and forfeited | (709,334) | (208,145) | (709,334) | ||||||||
Nonvested RSUs at end of period | 866,958 | 946,245 | |||||||||
Weighted average grant day fair value per share | |||||||||||
Nonvested RSUs at beginning of year | $ / shares | $ 12.81 | ||||||||||
Granted | $ / shares | $ 12.81 | 7.98 | $ 12.84 | ||||||||
Vested | $ / shares | 6.51 | ||||||||||
Cancelled and forfeited | $ / shares | $ 12.87 | 12.79 | 12.87 | ||||||||
Nonvested RSUs at end of period | $ / shares | $ 12.16 | $ 12.81 | |||||||||
Stock Incentive Plan 2017 | Restricted Stock Units | Research and development | |||||||||||
Restricted stock units | |||||||||||
Effect of modifications on stock compensation expense | $ | $ 598,900 | $ 748,400 | |||||||||
Incremental compensation costs | $ | 52,500 | 166,900 | |||||||||
Stock Incentive Plan 2017 | Restricted Stock Units | General and administrative | |||||||||||
Restricted stock units | |||||||||||
Effect of modifications on stock compensation expense | $ | 1,286,800 | 1,725,300 | |||||||||
Incremental compensation costs | $ | 115,200 | $ 402,700 | |||||||||
Stock Incentive Plan 2017 | Restricted Stock Units | Non-Employees | |||||||||||
Restricted stock units | |||||||||||
Number of individuals affected by modifications | individual | 2 | ||||||||||
Stock Incentive Plan 2017 | Restricted Stock Units | Employees | |||||||||||
Restricted stock units | |||||||||||
Number of individuals affected by modifications | individual | 3 | ||||||||||
Stock Incentive Plan 2021 | |||||||||||
Restricted stock units | |||||||||||
Authorized shares | 200,000 | ||||||||||
Stock Incentive Plan 2021 | Maximum | |||||||||||
Restricted stock units | |||||||||||
Authorized shares | 217,292 | ||||||||||
Stock Incentive Plan 2021 | Restricted Stock Units | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 187,200 | ||||||||||
Restricted stock unit activity | |||||||||||
Granted | 102,613 | ||||||||||
Vested | (37,900) | ||||||||||
Cancelled and forfeited | (2,664) | ||||||||||
Nonvested RSUs at end of period | 62,049 | ||||||||||
Weighted average grant day fair value per share | |||||||||||
Granted | $ / shares | $ 5.20 | ||||||||||
Vested | $ / shares | 4.75 | ||||||||||
Cancelled and forfeited | $ / shares | 4.22 | ||||||||||
Nonvested RSUs at end of period | $ / shares | $ 5.52 | ||||||||||
Stock Incentive Plan 2021 | Restricted Stock Units | Research and development | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 34,300 | ||||||||||
Stock Incentive Plan 2021 | Restricted Stock Units | General and administrative | |||||||||||
Restricted stock units | |||||||||||
Stock compensation expense | $ | $ 152,900 |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | ||
Income tax provision | $ 0 | $ 0 |
Reconciliation of the statutory federal income tax rate to the effective tax rate | ||
Federal income tax at statutory rates | 21.00% | 21.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
Effective income tax rate | 0.00% | 0.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 8,135,900 | $ 3,842,900 |
Stock compensation expense | 4,169,200 | 3,379,000 |
Research and development tax credit | 874,400 | |
Intangible assets | 95,300 | 23,600 |
Total gross deferred tax assets | 13,274,800 | 7,245,500 |
Valuation allowance | (13,274,100) | (7,061,600) |
Property and equipment | (700) | (183,900) |
Net deferred tax assets (liabilities) | $ 0 | $ 0 |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Carryforward (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
U.S. | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | $ 38,742,400 | $ 18,299,500 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Jun. 19, 2020USD ($)shares | Sep. 04, 2019USD ($) | Jul. 20, 2018USD ($)item | Apr. 18, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)agreement |
Related party transactions | ||||||
Number of separate consulting agreements | agreement | 2 | |||||
Related party transactions | $ 0 | |||||
CSIO | ||||||
Related party transactions | ||||||
Consulting fee per hour | $ 400 | |||||
Threshold number of hours per month for which consulting fees are entitled | item | 19 | |||||
Consulting fee paid | $ 579,700 | |||||
Shares issued for services rendered | shares | 320,000 | |||||
Cash consideration | $ 0 | |||||
CFO and COO | ||||||
Related party transactions | ||||||
Consulting fee paid | $ 140,000 | |||||
Shares issued for services rendered | shares | 402,000 | |||||
Cash consideration | $ 0 | |||||
Consulting fee per month | $ 10,000 | $ 2,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Sabby Volatility Warrant Master Fund Ltd | Mar. 07, 2022USD ($) |
Minimum | |
Legal complaint | |
Estimated loss from legal complaint | $ 0 |
Maximum | |
Legal complaint | |
Estimated loss from legal complaint | $ 8,100,000 |