Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
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 200 | ||
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 | $ 6,731,623 | ||
Entity Common Stock, Shares Outstanding | 979,243 | ||
Auditor Name | Whitley Penn | ||
Auditor Firm ID | 726 | ||
Auditor Location | Houston, Texas | ||
Entity Central Index Key | 0001792581 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 645,200 | $ 25,353,900 |
Accounts receivable | 16,200 | |
Prepaid expenses and other current assets | 1,043,700 | 1,699,400 |
Total current assets | 1,688,900 | 27,069,500 |
Property and equipment, net | 8,136,900 | 3,629,000 |
Operating lease right-of-use asset | 2,117,300 | |
Other assets | 24,400 | 31,100 |
Total Assets | 11,967,500 | 30,729,600 |
Current Liabilities: | ||
Senior secured convertible promissory note, net | 3,809,900 | |
Accounts payable | 7,308,100 | 2,214,300 |
Accrued expenses and other current liabilities | 881,600 | 741,000 |
Interest payable | 142,100 | |
Note payable | 557,200 | 454,500 |
Operating lease liability - short term | 584,400 | |
Total current liabilities | 13,283,300 | 3,409,800 |
Subordinated convertible promissory note | 2,914,000 | |
Operating lease liability - long term | 1,544,900 | |
Total Liabilities | 17,742,200 | 3,409,800 |
Commitments and contingencies (Note 10) | ||
Stockholders' (Deficit) Equity: | ||
Preferred stock, $0.0001 par value: 60,000,000 shares authorized, of which 24,000,000 shares designated as Series A-1 Preferred Stock and 16,500,000 shares designated as Series B Preferred Stock; no shares issued or outstanding as of December 31, 2022 and December 31, 2021 | ||
Common stock, $0.001 par value: 300,000,000 shares authorized as of December 31, 2022 and December 31, 2021; 648,384 shares and 516,284 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 648 | 516 |
Additional paid-in capital | 96,172,152 | 94,535,784 |
Accumulated deficit | (101,947,500) | (67,216,500) |
Total Stockholders' (Deficit) Equity | (5,774,700) | 27,319,800 |
Total Liabilities and Stockholders' (Deficit) Equity | $ 11,967,500 | $ 30,729,600 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value ( in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, authorized | 60,000,000 | 60,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, issued | 648,384 | 516,284 |
Common stock, outstanding | 648,384 | 516,284 |
Series A-1 Preferred Stock | ||
Preferred stock, authorized | 24,000,000 | 24,000,000 |
Series B Preferred Stock | ||
Preferred stock, authorized | 16,500,000 | 16,500,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 13,920,400 | $ 11,367,800 |
General and administrative | 17,193,900 | 13,937,900 |
Impairment expense | 430,000 | |
Total operating expenses | 31,114,300 | 25,735,700 |
Loss from operations | (31,114,300) | (25,735,700) |
Other income (expense): | ||
Gain on loan extinguishment | 105,800 | |
Other income | 53,400 | |
Litigation settlement loss | (3,463,000) | |
Gain on sale of equipment | 12,800 | |
Interest expense | (166,500) | (12,200) |
Total other income (expense) | (3,616,700) | 147,000 |
Net loss | $ (34,731,000) | $ (25,588,700) |
Net loss per share, basic | $ (64.42) | $ (67.82) |
Net loss per share, diluted | $ (64.42) | $ (67.82) |
Weighted average common shares outstanding, basic | 544,475 | 380,569 |
Weighted average common shares outstanding, diluted | 544,475 | 380,569 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning of period at Dec. 31, 2020 | $ 245 | $ 52,989,655 | $ (41,627,800) | $ 11,362,100 |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 244,433 | |||
Common stock issuance net of issuance costs and discount amortization | $ 267 | 36,288,633 | 36,288,900 | |
Common stock issuance net of issuance costs and discount amortization (in shares) | 266,667 | |||
Warrants underlying common stock issuance | 829,200 | 829,200 | ||
Exercised stock options | $ 1 | 125,399 | 125,400 | |
Exercised stock options (in shares) | 630 | |||
Released restricted stock units (in shares) | 1,775 | |||
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement | $ 2 | 399,998 | 400,000 | |
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 1,673 | |||
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement | $ 1 | 139,999 | 140,000 | |
Restricted stock units issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 1,106 | |||
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 | $ 516 | 94,535,784 | (67,216,500) | 27,319,800 |
Balance at end of period (in shares) at Dec. 31, 2021 | 516,284 | |||
Common stock discount amortization | 344,800 | 344,800 | ||
Warrants underlying common stock issuance | (344,800) | (344,800) | ||
Released restricted stock units | $ 35 | (35) | ||
Released restricted stock units (in shares) | 35,257 | |||
Commitment shares issuance from standby equity purchase agreement | $ 20 | (20) | ||
Commitment shares issuance from standby equity purchase agreement (in shares) | 20,111 | |||
Letter agreement share issuance | $ 33 | (33) | ||
Letter agreement share issuance (in shares) | 33,333 | |||
Conversion of subordinated convertible notes into shares of common stock | $ 44 | 399,356 | 399,400 | |
Conversion of subordinated convertible notes into shares of common stock (in shares) | 43,399 | |||
Stock compensation expense | 1,237,100 | 1,237,100 | ||
Net loss | (34,731,000) | (34,731,000) | ||
Balance at end of period at Dec. 31, 2022 | $ 648 | $ 96,172,152 | $ (101,947,500) | $ (5,774,700) |
Balance at end of period (in shares) at Dec. 31, 2022 | 648,384 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (34,731,000) | $ (25,588,700) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation | 1,673,400 | 469,800 |
Amortization of debt issuance costs | 9,900 | |
Stock compensation expense | 1,237,100 | 3,762,900 |
Gain on loan extinguishment | (105,800) | |
Gain on sale of equipment | (12,800) | |
Impairment expense | 430,000 | |
Litigation settlement loss | (3,313,400) | |
Operating lease non-cash expense | 394,200 | |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Accounts receivable | 16,200 | 9,800 |
Prepaid expenses and other current assets | 655,700 | (1,117,400) |
Other assets | 6,700 | |
Accounts payable | 3,790,800 | 1,411,100 |
Interest payable | 142,100 | |
Accrued expenses and other current liabilities | 140,600 | 406,800 |
Operating lease liability | (382,200) | |
Net cash used for operating activities | (23,745,900) | (20,321,500) |
Cash flows from investing activities: | ||
Purchases of property and equipment, net effects from acquisition | (4,880,500) | (1,894,800) |
Proceeds from sale of equipment | 15,000 | |
Cash received from acquisition | 84,000 | |
Net cash used for investing activities | (4,865,500) | (1,810,800) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 40,000,000 | |
Issuance costs | (2,881,900) | |
Borrowings from note payable | 610,700 | 665,900 |
Repayments of note payable | (508,000) | (573,700) |
Proceeds from senior secured convertible note payable | 4,000,000 | |
Debt issuance costs | (200,000) | |
Exercise of stock options | 125,400 | |
Net cash provided by financing activities | 3,902,700 | 37,335,700 |
Net change in cash and cash equivalents | (24,708,700) | 15,203,400 |
Cash and cash equivalents: | ||
Beginning of year | 25,353,900 | 10,150,500 |
End of period | 645,200 | 25,353,900 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 12,200 | 12,200 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Accruals for property and equipment | 1,303,000 | 138,000 |
Conversion of subordinated convertible promissory note into common stock | 399,400 | |
Common stock issuance for acquisition | 400,000 | |
Restricted stock units granted for acquisition | 140,000 | |
Acquisitions net of cash acquired | $ 456,000 | |
Right-of-use asset/lease liability recognized from ASC842 implementation | 2,232,700 | |
Right-of-use asset/liability acquired through lease liability | $ 303,662 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Dec. 31, 2022 | |
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. The Company is an artificial intelligence-driven, end-to-end CAR-T and cell therapy company, developing the first multi-indication allogeneic CAR-T cell therapy, that exploits the natural potency of Gamma Delta T-cells (“GDTs”) to target solid cancers. The Company maintains offices in Houston, Texas. The Company has not generated any revenues to date. From a development standpoint, the Company utilizes innovative engineered and non-engineered GDT manufacturing technologies and is developing proprietary, virus-free gene editing tools, to develop novel therapies for solid tumors that we believe will be effective and cost-efficient. The Procel, Isocel, and Deltacel product platform candidates consist of allogeneic cell therapy candidates that are currently in the preclinical development stage. Our Procel product candidate consists of engineered GDTs targeting PD-L1. Our Isocel product candidate consists of engineered GDTs targeting Mesothelin Isoform 2 positive tumors (“Iso-Meso”). Our Deltacel product candidate consists of non-engineered GDTs that have been expanded, enriched, and activated ex-vivo through a proprietary process, and are used to treat solid tumors regardless of the specific tumor antigen expression. The Company currently has one clinical trial candidate with the Procel product candidate platform titled ALEXIS-PRO-1. The Company currently has one clinical trial candidate with the Isocel product candidate platform titled ALEXIS-ISO-1. The ALEXIS-PRO-1 clinical trial candidate is our allogeneic GDT therapy product candidate targeting PD-L1. The ALEXIS-ISO-1 clinical trial candidate is our allogeneic GDT therapy product candidate targeting an isoform of Mesothelin that is preferentially present on tumor cells, namely Iso-Meso. The Company filed two investigational new drug (“IND”) applications in May 2021 for ALEXIS-PRO-1 and ALEXIS-ISO-1. The Food and Drug Administration (“FDA”) placed these applications under a clinical hold in June 2021. 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. Those components included tracing of all reagents used in manufacturing, flow chart of manufacturing processes, and certificate of analysis. The Company is currently working on addressing the FDA’s comments. Reverse Stock Split 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 $23,745,900 for the year ended December 31, 2022, and an accumulated deficit of $101,947,500 as of December 31, 2022. 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. In the event the Company is unable to secure financing sufficient to allow it to meet its obligations as they become due, the Company may need to file a voluntary petition for relief under the United States Bankruptcy Code in order to implement a restructuring plan or liquidation. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 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, 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 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 for the year ended December 31, 2021. There was no goodwill recorded on the Company’s balance sheet at December 31, 2022 or 2021. 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. Property and Equipment Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 Internal Use Software Development Costs 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 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. 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, we take 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. We account for financial instruments in accordance with Accounting Standards Codification ( “ ” Fair Value Measurements and Disclosures Level — Level — Level — There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 or 2021. 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 period from grant date. The vesting conditions for RSUs include cliff vesting conditions. Certain RSUs vest with a range of Stock-Based Compensation Stock compensation expense for RSUs is based on estimated fair values recognized using the straight-line method over the requisite service period, as long as the performance obligations in the RSU agreement are deemed probable by management. Stock compensation expense for stock options is based on estimated fair values recognized using the straight-line method over the requisite service period. The fair value of stock options is estimated on the grant date using the Black-Scholes option-valuation model. The calculation of stock-based compensation expense requires that the Company make assumptions and judgments about the variables used in the Black-Scholes option-valuation model, including the fair value of our common stock, expected term, expected volatility of the underlying common stock, and risk-free interest rate. Forfeitures are accounted for when they occur. 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. The closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant is used as the common stock valuation. 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. The Company notes that adopting the new standard resulted in recording a lease liability and right-of-use asset associated with the Company’s facility lease agreement and subsequent amendments thereto totaling $2,232,700 , as of January 1, 2022. In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses 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 adopted this guidance as of December 31, 2021. |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER COMMON SHARE | |
NET LOSS PER COMMON SHARE | 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, RSUs and warrants 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, 2022 2021 Net loss $ (34,731,000) $ (25,588,700) Less: Initial Public Offering Common Stock discount amortization (100,000) (100,000) Less: Public Offering Common Stock discount amortization (244,800) (122,000) Net loss attributable to common shareholders $ (35,075,800) $ (25,810,700) Weighted average common shares outstanding, basic and diluted 544,475 380,569 Net loss per share, basic and diluted $ (64.42) $ (67.82) For the years ended December 31, 2022 and 2021, there were |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
PROPERTY AND EQUIPMENT, NET | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following at: December 31, December 31, 2022 2021 Equipment $ 3,041,900 $ 1,593,100 Leasehold improvements 7,298,500 1,464,700 Office furniture, fixtures, and equipment 137,300 16,600 Software 359,500 359,500 Construction in progress — 1,226,600 10,837,200 4,660,500 Less: Accumulated depreciation (2,700,300) (1,031,500) Total $ 8,136,900 $ 3,629,000 Depreciation expense was $1,673,400 and $469,800 for the years ended December 31, 2022 and 2021, 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, 2022 | |
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, 2022 2021 Accrued consulting and outside services $ 212,900 $ 467,100 Accrued compensation 668,700 273,900 Total $ 881,600 $ 741,000 |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) administered by the U.S. Small Business Administration (the “SBA”). 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 during the year ended December 31, 2021. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2022 | |
NOTE PAYABLE | |
NOTE PAYABLE | 7. NOTE PAYABLE 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. As of December 31, 2022, this financing arrangement was paid in its entirety. In November 2022, the Company entered into a financing arrangement for its Director and Officer Insurance policy. The total amount financed was approximately $610,700 with an annual interest rate of 8.49%, to be paid over a period of eleven months. As of December 31, 2022, the remaining payable balance on the financed amount was $557,200. |
SENIOR SECURED CONVERTIBLE PROM
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | 12 Months Ended |
Dec. 31, 2022 | |
CONVERTIBLE PROMISSORY NOTES | |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE | 8. On October 21, 2022 (the “Issuance Date”), the Company issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to an accredited investor. The Note had a principal amount of $2,000,000 and bore interest at a rate of 25% per annum (the “Stated Rate”) and matures on October 21, 2023 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note would be due and payable. The Stated Rate would increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible, at the sole discretion of the holder, into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $10.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 109,590 shares (the “Share Cap”), representing The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note. On December 12, 2022, the Company amended and restated the 25% Senior Secured Convertible Promissory Note (the “Original Note”) dated October 21, 2022 (the “Amended and Restated Note”). The Original Note was amended to increase the aggregate principal amount to $4,000,000 from $2,000,000 . The interest rate of 25% per annum (the “Stated Rate”) remained unchanged. The maturity date was amended to December 12, 2023 from October 21, 2023 (the “Amended and Restated Maturity Date”), on which the principal balance and accrued but unpaid interest under the Amended and Restated Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Amended and Restated Note on the Amended and Restated Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | 9. 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 1,673 shares to the Seller, and granting 1,106 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. InSilico was fully absorbed into Kiromic as of December 31, 2022, and is no longer operating as an entity. There was no acquisition activity during the year ended December 31, 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. 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. On January 20, 2022, the Vice Chancellor issued her decision on our motion to dismiss, ruling that the Action is stayed until the Compensation Committee itself resolves whether it has sole authority to resolve the parties’ contract interpretation dispute. On August 2, 2022 the Vice Chancellor issued an order dismissing the action, but Terrell filed a notice of appeal to the Delaware Supreme Court later that month. The appeal remains pending. Subsequently, the parties agreed upon a process for coordinating submissions and/or presentations to the Compensation Committee. The parties made their respective written submissions to the Compensation Committee on March 31, 2022, and on July 21, 2022, the Compensation Committee determined that (i) the Compensation Committee has sole authority under the SOA to resolve the parties’ contract interpretation dispute, and (ii) Terrell’s most recent options agreement superseded and nullified any option rights Terrell may have had under his prior agreements. On August 2, 2022, the Vice Chancellor issued an order dismissing the Action for lack of subject matter jurisdiction. On August 23, 2022, Terrell filed a notice of appeal of the Vice Chancellor’s order of dismissal to the Delaware Supreme Court. The appeal was fully briefed between October and November 2022, and oral argument was held before the Delaware Supreme Court on February 8, 2023. The Delaware Supreme Court reserved decision, and the appeal remains pending and undecided as of the date of this filing. 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 $40 million of its common stock pursuant to the Registration Statement on July 2, 2021. On August 13, 2021, the Company issued a press release 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, 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 United States District Court for the Southern District of New York asserting 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. On July 1, 2022, the defendants filed motions to dismiss the complaint. In response, on July 22, 2022, the plaintiffs amended their complaint to, among other things, include the Company’s underwriters on the July 2, 2021 public offering, ThinkEquity LLC, as a defendant. 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 two parties reached a settlement agreement in principle on September 26, 2022, which the Company’s board of directors approved on September 27, 2022. The settlement contained a cash component of $75,000 payable to Sabby Entities and $75,000 to Empery Entities. As part of the settlement, the Company also agreed to issue subordinated convertible notes (the “Settlement Notes”) in the aggregate principal amount of $1,656,720 to each of the Empery Entities and the Sabby Entities. The Settlement Notes are convertible into shares (the “Conversion Shares”) of the Company’s common stock at an initial conversion price per share of $9.20 and can be convertible into a maximum of 180,000 shares of the Company’s common stock to each of the Empery Entities and Sabby Entities, subject to the adjustment of the conversion price and a beneficial ownership limitation equivalent to 9.99% . On November 2, 2022, the United States District Court for the Southern District of New York granted a motion jointly filed by the plaintiffs and defendants, pursuant to which the Settlement Notes will be unrestricted and exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Conversion Shares, when issued upon conversion of the Settlement Notes in accordance with the terms set forth therein, will also be unrestricted and exempt from the registration requirements of the Securities Act. This settlement loss resulted in an expense charged as a separate line item within Other expenses on the consolidated statement of operations for $3,463,000 for the year ended December 31, 2022. There was also a related subordinated convertible promissory note totaling $2,914,000 on the balance sheet at December 31, 2022. In addition, $399,400 of the subordinated promissory notes were converted into 43,399 shares of common stock during the year ended December 31, 2022. These amounts exclude any legal and others costs that were incurred in connection with the defense of this action, and any legal and other costs incurred by the other defendants that we are required to reimburse. Subject to certain exceptions, the Company is obligated to indemnify the defendants in this action, including ThinkEquity, for their reasonable costs incurred in connection with this action and those costs could be substantial. On August 5, 2022, Ronald H. Karp filed a class action complaint in the United States District Court for the Southern District of New York covering the same subject matter as the Sabby Entities’ and Empery Entities’ claim discussed above asserting claims against the Company and certain current and former officers and directors 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 and Section 10(b) of the Exchange Act of 1934 and Rule 10b-5 promulgated thereunder in connection with the certain statements and acts made by the defendants between June 25, 2021 and August 13, 2021. On October 27, 2022, the court ordered the plaintiffs to file and serve a consolidated amended complaint within 60 days. Plaintiffs filed their amended complaint on December 21, 2022. Since then, parties in the action informed the court that they are engaging in settlement discussions. The time to respond to the complaint has not yet passed and discovery has not begun. The Company does not currently believe that it is possible to estimate a potential range of loss for this action. On October 3, 2022, another plaintiff, Joseph Podmore, filed a class action in the United States District Court for the Southern District of New York asserting substantially identical claims against the Company and certain current and former officers and directors as the Karp class action. On October 27, 2022, the court consolidated the Podmore class action with the Karp class action and appointed the Karp plaintiffs as Lead Plaintiff. Similarly, the Company has evaluated that it is reasonably possible that other unasserted claims in future litigation and losses may occur. However, the Company is unable to estimate any possible range of loss attributed to other unasserted claims at this time. Company 401(k) Plan 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. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
LEASES | 11. The Company adopted FASB ASU No. 2016-02, Leases (Topic 842) on January 1, 2022, using the modified retrospective method, in which it did not restate prior periods. Upon adoption, the Company elected the package of practical expedients permitted under the transition guidance within Topic 842 which, among other things, allowed the Company to carry forward the historical lease classification. In our implementation of ASU No. 2016-02 the Company elected to discount lease obligations using our incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company’s incremental borrowing rate represents the rate of interest that it would have to pay to borrow over a similar term an amount equal to the lease payments in a similar economic environment. The Company considers publicly available data for instruments with similar terms and characteristics when determining its incremental borrowing rates. In addition, we elected the practical expedient to account for the lease and non-lease components on a combined basis. The Company intends to use the full lease term under the existing lease agreement as the lease term, which is currently set to expire on April 30, 2026. As of December 30, 2022, the Company is not able to determine if any renewal options will be exercised. The Company leases its premises in Houston, Texas under an operating lease which was renewed on November 19, 2020. This renewed lease agreement will commence under an operating lease agreement that is noncancelable from commencement until May 1, 2024. 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 notice of cancellation. 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 notice of cancellation. An amendment to the lease agreement was executed in January 2022 and commenced May 1, 2022. The amendment added approximately 9,352 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 notice of cancellation. In year one and two monthly rent is $4,800 per month, in year three and four monthly rent is $4,896 per month, and in year five monthly rent is $5,000 per month. If the Company exercises the cancellation option, the Company must also pay the lessor a termination payment equal to three months of base rent. Another amendment to the lease agreement was executed in May 2022 and commenced August 2nd, 2022. The amendment added approximately 1,458 square feet. The Company has the option to cancel the lease thereafter until the agreement expires on April 30, 2026. In year one, the monthly rent is $2,430 per month, in years two and three monthly rent is $2,490 per month, and in year five monthly rent is $2,552 per month. There are no variable payments associated with the lease agreements, as the rent payments are predetermined on a fixed schedule and disclosed above. The following table indicates the balance sheet line items that include the right-of-use assets and lease liabilities for our operating lease: December 31, 2022 Operating lease Right-of-Use Asset Operating lease $ 2,117,300 Total right-of use asset 2,117,300 Lease Liabilities Operating lease - short term $ (584,400) Operating lease - long term (1,544,900) Total lease liabilities (2,129,300) For the year ended December 31, 2022, the components of lease expense were as follows: Year ended December 31, 2022 Operating lease cost allocated to research and development expense $ 473,200 Operating lease cost allocated to general and administrative expense 189,900 Total lease expense $ 663,100 Weighted-average remaining lease term 3.34 Weighted-average discount rate 7.12 % As of December 31, 2022 the maturities of the Company’s operating lease liabilities were as follows: Maturity of Lease Liabilities Operating lease 2023 $ 714,000 2024 717,600 2025 724,700 2026 242,800 Total lease payments 2,399,100 Less: imputed interest (269,800) Present value of lease payments 2,129,300 The Company maintained a month-to-month lease in Arlington, VA, until October 1, 2022, which was considered a short-term lease. The Company elected to exclude this lease from the determination of the right-of-use asset and lease liability, as permitted under ASC 842. The Company recognized the lease payments in profit or loss in the statement of operations on a straight-line basis over the term of the lease. The monthly rent expense prior to termination of the lease was $2,500 per month. For the year ended December 31, 2022, short-term lease expense was $22,500. Annual rent expense for the facility lease agreement was $420,500 for the year ended December 31, 2021. |
STOCKHOLDERS EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 12. As of December 31, 2022 and 2021, the Company was authorized to issue 300,000,000 shares of common stock. Common Stock 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 266,667 shares of common stock in the public offering at a price of $150.00 per share. Below is a table that outlines the initial value of issuances allocated to common stock and common stock discount amortization, during the year ended December 31: 2022 2021 Common Stock Balance at January 1, $ 48,264,300 $ 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 initial public offering discount amortization 100,000 100,000 Common stock public offering discount amortization 244,800 122,000 Balance at December 31, $ 48,609,100 $ 48,264,300 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 2,083 shares of common stock at an exercise price of $450.00 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and were not exercisable prior to April 13, 2021. A ll of the Underwriters’ Warrants were outstanding and exercisable as of December 31, 2022 and 2021 . In connection with the public offering on July 2, 2021, the Company granted the underwriters warrants to purchase an aggregate of 13,333 shares of common stock at an exercise price of $187.50 per share, which is 125% of the IPO price. The Underwriters’ Warrants have a five-year term and were not exercisable prior to January 2, 2022. All of the Underwriters’ Warrants were outstanding as of December 31, 2022 and 2021 . 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 % Standby Equity Purchase Agreement Financing On October 13, 2022, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”). Pursuant to the SEPA, the Company has the right to sell to the Investor up to $5,000,000 (the “Commitment Amount”) of its shares of common stock, par value $0.001 per share (“Common Stock”), subject to increase by an additional $3,000,000 of Common Stock at the Company’s election (the “Commitment Increase”), at the Company’s request any time during the commitment period commencing on October 13, 2022 and terminating on the earliest of (i) the first day of the month following the 24-month anniversary of the SEPA or (ii) the date on which the Investor has paid for shares of Common Stock equal to the Commitment Amount. The shares would be purchased at 95.0% of the Market Price (as defined in the agreement) and would be subject to certain limitations, including that the Investor could not purchase any shares that would result in it owning more than 9.99% of the outstanding Common Stock after such purchase (the "Ownership Limitation") or an aggregate of 19.9% of the outstanding Common Stock as of the date of the SEPA (the "Exchange Cap"). The Exchange Cap will not apply under certain circumstances, including to any sales of Common Stock under the SEPA that equal or exceed $9.33, representing the lower of (i) the closing price of the Common Stock as reflected on Nasdaq.com immediately preceding the date of the SEPA, or (ii) the average closing price of the Common Stock for the five trading days immediately preceding the date of the SEPA. Pursuant to the SEPA, the Company also paid a subsidiary of the Investor, a structuring fee in the amount of $10,000 and issued to the Investor 20,111 shares of Common Stock as a commitment fee on October 13, 2022 (the “Commitment Shares”). The Company incurred a stock-based compensation expense of $193,665 related to this issuance. In the event of the Commitment Increase, the Company will issue to the Investor an additional number of shares of Common Stock determined by dividing $120,000 by the average of the daily VWAPs for the five trading days prior to the date of delivery by the Company of written notice of the Commitment Increase. In connection with the SEPA agreement, on October 31, 2022, the Company entered into a letter agreement with an accredited investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor 33,333 shares (the “Shares”) of the Company’s common stock in consideration of the Investor’s services to the Company in identifying investors. The Company issued the Shares to the Investor on October 31, 2022 and incurred a stock-based compensation expense of $298,000 related to this issuance. The Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act, provided by Section 4(a)(2) of the Securities Act as sales by an issuer not involving any public offering. Total compensation recognized in general and administrative expenses for the issuance of the Commitment Shares and the shares issued to the Investor totaled $491,665 during the year ended December 31, 2022. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 13. 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 56,954 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. The following table summarizes the activity for all RSUs outstanding under the 2017 Plan at: 2022 2021 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year, as restated 17,028 $ 374.40 31,542 $ 384.30 Granted — — 5,555 239.40 Vested, as restated (433) 297.00 (13,130) 336.30 Cancelled and forfeited (15,945) 382.50 (6,939) 383.70 Nonvested RSUs at December 31, as restated 650 $ 259.50 17,028 $ 374.40 Subsequent to the issuance of the December 31, 2021, consolidated financial statements, the Company identified an error related to the calculation of the number of vested shares of restricted stock units related to the Company’s 2017 Equity Incentive Plan. The Company used an incorrect number of vested shares of restricted stock units for the year ended December 31, 2021. Accordingly, the Company restated the number of vested shares of restricted stock units for the year ended December 31, 2021, from shares to shares, and the resulting total non-vested restricted stock units at December 31, 2021 from shares to shares. Additionally, the weighted average grant date fair value of vested shares for the year ended December 31, 2021, was restated from $ per share to $ per share, and the weighted average grant date fair value for total nonvested restricted stock units as of December 31, 2021, was restated from $ per share to $ 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, 2022 and 2021, as follows: Year Ended December 31, 2022 2021 Research and development $ 38,900 $ 2,070,600 General and administrative 22,200 1,053,900 Total $ 61,100 $ 3,124,500 On August 20, 2020, the Board effected certain RSU grant modifications, which resulted in 2017 Stock Incentive Plan— Stock Options There were no stock option grants from the 2017 Plan during the year ended December 31, 2022. The Black-Scholes option-pricing model was used to estimate the fair value of stock options with the following weighted-average assumptions granted during the year ended December 31, 2021: December 31, 2021 Risk-free interest rate 1.09 % Expected volatility 83.34 % Expected life (years) 6.22 Expected dividend yield 0 % The following table summarizes the activity for all stock options outstanding at December 31 under the 2017 Plan: 2022 2021 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year, as restated 12,697 $ 257.10 16,324 $ 300.90 Granted — — 4,901 254.10 Exercised — — (630) 199.20 Cancelled and forfeited (1,411) 277.50 (7,898) 350.40 Balance at December 31: 11,286 $ 254.40 12,697 $ 257.10 Options exercisable at December 31, as restated 11,218 $ 256.20 12,418 $ 254.70 Weighted average grant date fair value for options granted during the year: $ — $ 254.10 The intrinsic value of the options exercised during the year ended December 31, 2021 was $33,000. In addition, the weighted average remaining contractual life for the options is 4.93 years and 5.45 years as of December 31, 2022 and 2021, respectively. The options have no intrinsic value as of December 31, 2022 or 2021, respectively. 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, 2022 and 2021, as follows: Year Ended December 31, 2022 2021 Research and development $ 65,000 $ 176,600 General and administrative 30,000 274,600 Total $ 95,000 $ 451,200 On August 20, 2020, the Board effected certain stock option grant modifications which resulted in $34,900 stock compensation expense allocable to general and administrative for the year ended December 31, 2021. Included in that amount were $16,000 incremental compensation costs resulting from the modifications for the year ended December 31, 2021. There were no effects from stock option modifications during the year ended December 31, 2022. As of December 31, 2022, total unrecognized stock compensation expense is $4,700, related to unvested stock options to be recognized over the remaining weighted-average vesting period of 0.29 years. 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 40,576 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 years ended December 31, 2022 and 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 under the 2021 Plan at: 2022 2021 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year, as restated 2,068 $ 165.60 — $ — Granted 24,610 12.30 3,420 156.00 Vested (25,241) 33.00 (1,263) 142.50 Cancelled and forfeited (753) 206.40 (89) 126.60 Nonvested RSUs at December 31, as restated 684 $ 4.44 2,068 $ 165.60 Total stock compensation expense recognized from stock-based compensation awards classified as RSUs were recognized in the consolidated statements of operations for years ended December 31, 2022 and 2021, as follows: Year Ended December 31, 2022 2021 Research and development $ 56,300 $ 34,300 General and administrative 302,200 152,900 Total $ 358,500 $ 187,200 2021 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 year ended December 31: 2022 Risk-free interest rate 2.99 % Expected volatility 119.55 % Expected life (years) 5.1 Expected dividend yield 0 % In the year ended December 31, 2022, the fair value of the common shares underlying the stock options 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 stock options outstanding at December 31, 2022 under the 2021 Plan: 2022 Weighted Average Exercise Shares Price Options outstanding at beginning of year — $ — Granted 24,480 12.90 Exercised — — Cancelled and forfeited (3,060) — Balance at December 31 21,420 $ 12.90 Options exercisable at December 31: 21,420 $ 12.90 Weighted average grant date fair value for options granted during the year: $ 10.80 In addition, the stock options had weighted average remaining contractual life of 5.43 years. The stock-based compensation expense related to stock options was $230,835 during the year ended December 31, 2022. All of the stock-based compensation expense was allocated to general and administrative expense in the consolidated statement of operations. As of December 31, 2022, there is no unrecognized stock compensation expense as all the stock options are vested as of December 31, 2022. The options have no intrinsic value as of December 31, 2022. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 14. INCOME TAXES For the years ended December 31, 2022 and 2021, 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, 2022 and 2021. 2022 2021 Federal income tax at statutory rates 21 % 21 % Federal income tax rate reduction Change in valuation allowance (21) (21) 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, 2022 and 2021 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: 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforward 12,668,900 8,135,900 Stock compensation expense 3,371,900 4,169,200 Research and development tax credit 874,400 874,400 Sec. 174 R&E 2,293,000 - Property and equipment 105,800 - Intangible assets 88,500 95,300 Lease liability 428,400 - Accruals 158,500 - Total gross deferred tax assets 19,989,400 13,274,800 Valuation allowance (19,563,500) (13,274,100) Property and equipment - (700) Right-of-use assets (425,900) - Net deferred tax assets (liabilities) - - As of December 31, 2022 and 2021, the Company has U.S. net operating loss ("NOL") carryforwards of $60,328,168 and $38,742,400, respectively. The majority of these NOLs do not expire. 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 through December 31, 2021 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. The Company did not undergo a Section 382 study for the year ended December 31, 2022. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. Note Purchase Agreement On January 20, 2023 (the “Issuance Date”), the Company entered into a note purchase agreement (the “Agreement”) with an accredited investor (the “Investor”) and pursuant to the Agreement issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Investor. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on January 20, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $10.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 136,015 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of January 20, 2023, in the event that the Conversion Price is lower than $6.22 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. In connection with the note purchase agreement entered into by the Company The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $7.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 192,385 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of February 21, 2023, in the event that the Conversion Price is lower than $4.62 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note. Exchange Agreement On March 28, 2023, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of promissory notes of the Company (the “Holder”) pursuant to which the Holder agreed to exchange aggregate principal amount of $8 million of the Company’s 25% Senior Secured Convertible Promissory Notes (the “Exchange Notes”) for 8,000 shares of Series C Convertible Voting Preferred Stock (the “Series C Stock”). In addition, on March 28, 2023, the Company pursuant to the previously disclosed note purchase agreement dated January 20, 2023 (the “Agreement”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Holder. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on March 28, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws. The Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an initial conversion price of $6.50 per share (the “Conversion Price”), subject to a beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”) and a share cap of 195,751 shares (the “Share Cap”), representing 19.9% of the total issued and outstanding shares of Common Stock as of March 28, 2023, in the event that the Conversion Price is lower than $3.84 per share, representing the lower of the closing price immediately preceding the Issuance Date or the average closing price of the Common Stock for the five trading days immediately preceding the Issuance Date. The unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note. Reverse Stock Split As previously disclosed, the Company held a special meeting of stockholders on March 7, 2023 (the “Meeting”). At the Meeting, the Company’s stockholders approved a proposal to amend the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.001, within a range of one-for-two (1-for-2) to a maximum of a one-for-thirty (1-for-30) split, with the exact ratio to be determined by the Company’s board of directors in its sole discretion. Following the Meeting, the board of directors approved a one-for-thirty (1-for-30) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On March 10, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on March 10, 2023, and the Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Stock Market opens on March 13, 2023. When the Reverse Stock Split became effective, every 30 shares of the Company’s issued and outstanding common stock were automatically combined, converted and changed into 1 share of the Company’s common stock, without any change in the number of authorized shares or the par value per share. In addition, a proportionate adjustment was made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common stock and the number of shares reserved for issuance pursuant to the Company’s equity incentive compensation plans. Any fraction of a share of common stock that was created as a result of the Reverse Stock Split was rounded up to the next whole share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee did not need to take any action in connection with the Reverse Stock Split. Stockholders of record received information from the Company’s transfer agent regarding their common stock ownership post-Reverse Stock Split. The Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “KRBP”, but the security has been assigned a new CUSIP number (497634204). NASDAQ Letter On March 14, 2023, the Company received written notice (the “ Notice Nasdaq As a result of the foregoing, the Staff informed the Company that its common stock would be subject to delisting from The Nasdaq Capital Market on March 23, 2023, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company intends to mely request a hearing before the Panel, which request will stay any delisting action by Nasdaq at least pending the issuance of the Panel’s decision following the hearing xtension period granted by the Panel following the hearing. At the hearing, the Company will present its plan to evidence compliance with the minimum bid price requirement as well as present its plan to Pursuant to the Nasdaq Listing Rules, the Panel has the discretion to grant the Company an additional extension period not to exceed September 11, 2023. Notwithstanding, there can be no assurance that the Panel will grant the Company an additional extension period or that the Company will ultimately regain compliance with all applicable requirements for continued listing on The Nasdaq Capital Market. On March 28, 2023, the Company was notified by Nasdaq that compliance with the bid price deficiency has been cured and now the Company complies with Listing Rule 5550(a)(2). However, the Company remains out of compliance with respect to the stockholders’ equity requirement set forth in Listing Rule 5550(b)(1). |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 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, 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 |
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 for the year ended December 31, 2021. There was no goodwill recorded on the Company’s balance sheet at December 31, 2022 or 2021. 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. |
Property and Equipment | Property and Equipment 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 |
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 |
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. |
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, we take 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. We account for financial instruments in accordance with Accounting Standards Codification ( “ ” Fair Value Measurements and Disclosures Level — Level — Level — There were no changes in the fair value hierarchy leveling during the years ended December 31, 2022 or 2021. |
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 period from grant date. The vesting conditions for RSUs include cliff vesting conditions. Certain RSUs vest with a range of |
Stock-Based Compensation | Stock-Based Compensation Stock compensation expense for RSUs is based on estimated fair values recognized using the straight-line method over the requisite service period, as long as the performance obligations in the RSU agreement are deemed probable by management. Stock compensation expense for stock options is based on estimated fair values recognized using the straight-line method over the requisite service period. The fair value of stock options is estimated on the grant date using the Black-Scholes option-valuation model. The calculation of stock-based compensation expense requires that the Company make assumptions and judgments about the variables used in the Black-Scholes option-valuation model, including the fair value of our common stock, expected term, expected volatility of the underlying common stock, and risk-free interest rate. Forfeitures are accounted for when they occur. 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. The closing price listed on the Nasdaq Capital Market for the Company’s common stock on the date of the grant is used as the common stock valuation. |
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. The Company notes that adopting the new standard resulted in recording a lease liability and right-of-use asset associated with the Company’s facility lease agreement and subsequent amendments thereto totaling $2,232,700 , as of January 1, 2022. In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses 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 adopted this guidance as of December 31, 2021. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of estimated useful lives of property and equipment | Estimated Lives Laboratory Equipment 3 - 8 Leasehold Improvements 1 - 7 Office Furniture, Fixtures, and Equipment 5 Software 3 - 5 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
NET LOSS PER COMMON SHARE | |
Schedule of earnings per share, basic and diluted | Year Ended December 31, 2022 2021 Net loss $ (34,731,000) $ (25,588,700) Less: Initial Public Offering Common Stock discount amortization (100,000) (100,000) Less: Public Offering Common Stock discount amortization (244,800) (122,000) Net loss attributable to common shareholders $ (35,075,800) $ (25,810,700) Weighted average common shares outstanding, basic and diluted 544,475 380,569 Net loss per share, basic and diluted $ (64.42) $ (67.82) |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY AND EQUIPMENT, NET | |
Schedule of property and equipment | December 31, December 31, 2022 2021 Equipment $ 3,041,900 $ 1,593,100 Leasehold improvements 7,298,500 1,464,700 Office furniture, fixtures, and equipment 137,300 16,600 Software 359,500 359,500 Construction in progress — 1,226,600 10,837,200 4,660,500 Less: Accumulated depreciation (2,700,300) (1,031,500) Total $ 8,136,900 $ 3,629,000 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, 2022 2021 Accrued consulting and outside services $ 212,900 $ 467,100 Accrued compensation 668,700 273,900 Total $ 881,600 $ 741,000 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of lessee's operating lease right-of-use assets and lease liabilities | December 31, 2022 Operating lease Right-of-Use Asset Operating lease $ 2,117,300 Total right-of use asset 2,117,300 Lease Liabilities Operating lease - short term $ (584,400) Operating lease - long term (1,544,900) Total lease liabilities (2,129,300) |
Schedule of components of lease expense | Year ended December 31, 2022 Operating lease cost allocated to research and development expense $ 473,200 Operating lease cost allocated to general and administrative expense 189,900 Total lease expense $ 663,100 Weighted-average remaining lease term 3.34 Weighted-average discount rate 7.12 % |
Schedule of maturities of operating lease liabilities | Maturity of Lease Liabilities Operating lease 2023 $ 714,000 2024 717,600 2025 724,700 2026 242,800 Total lease payments 2,399,100 Less: imputed interest (269,800) Present value of lease payments 2,129,300 |
STOCKHOLDERS EQUITY (Tables)
STOCKHOLDERS EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
Schedule of initial value of issuances allocated to the IPO and public offering of common stock and the IPO and public offering common stock discount amortization | 2022 2021 Common Stock Balance at January 1, $ 48,264,300 $ 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 initial public offering discount amortization 100,000 100,000 Common stock public offering discount amortization 244,800 122,000 Balance at December 31, $ 48,609,100 $ 48,264,300 |
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 % |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 Risk-free interest rate 1.09 % Expected volatility 83.34 % Expected life (years) 6.22 Expected dividend yield 0 % |
Schedule of stock option activity | 2022 2021 Weighted Weighted Average Average Exercise Exercise Shares Price Shares Price Options outstanding at beginning of year, as restated 12,697 $ 257.10 16,324 $ 300.90 Granted — — 4,901 254.10 Exercised — — (630) 199.20 Cancelled and forfeited (1,411) 277.50 (7,898) 350.40 Balance at December 31: 11,286 $ 254.40 12,697 $ 257.10 Options exercisable at December 31, as restated 11,218 $ 256.20 12,418 $ 254.70 Weighted average grant date fair value for options granted during the year: $ — $ 254.10 |
Schedule of stock-based compensation | Year Ended December 31, 2022 2021 Research and development $ 65,000 $ 176,600 General and administrative 30,000 274,600 Total $ 95,000 $ 451,200 |
Stock Incentive Plan 2017 | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock unit activity | 2022 2021 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year, as restated 17,028 $ 374.40 31,542 $ 384.30 Granted — — 5,555 239.40 Vested, as restated (433) 297.00 (13,130) 336.30 Cancelled and forfeited (15,945) 382.50 (6,939) 383.70 Nonvested RSUs at December 31, as restated 650 $ 259.50 17,028 $ 374.40 |
Schedule of stock-based compensation | Year Ended December 31, 2022 2021 Research and development $ 38,900 $ 2,070,600 General and administrative 22,200 1,053,900 Total $ 61,100 $ 3,124,500 |
Stock Incentive Plan 2021 | Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used to estimate fair value of stock options | 2022 Risk-free interest rate 2.99 % Expected volatility 119.55 % Expected life (years) 5.1 Expected dividend yield 0 % |
Schedule of stock option activity | 2022 Weighted Average Exercise Shares Price Options outstanding at beginning of year — $ — Granted 24,480 12.90 Exercised — — Cancelled and forfeited (3,060) — Balance at December 31 21,420 $ 12.90 Options exercisable at December 31: 21,420 $ 12.90 Weighted average grant date fair value for options granted during the year: $ 10.80 |
Stock Incentive Plan 2021 | Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of restricted stock unit activity | 2022 2021 Weighted Average Weighted Average Grant Date Grant Date Fair Value Fair Value Shares Per Share Shares Per Share Nonvested RSUs at beginning of year, as restated 2,068 $ 165.60 — $ — Granted 24,610 12.30 3,420 156.00 Vested (25,241) 33.00 (1,263) 142.50 Cancelled and forfeited (753) 206.40 (89) 126.60 Nonvested RSUs at December 31, as restated 684 $ 4.44 2,068 $ 165.60 |
Schedule of stock-based compensation | Year Ended December 31, 2022 2021 Research and development $ 56,300 $ 34,300 General and administrative 302,200 152,900 Total $ 358,500 $ 187,200 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of reconciliation of the effective income tax rate to the statutory federal income tax rate | 2022 2021 Federal income tax at statutory rates 21 % 21 % Federal income tax rate reduction Change in valuation allowance (21) (21) Effective income tax rate — % — % |
Schedule of tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets | 2022 2021 Deferred tax assets (liabilities): Net operating loss carryforward 12,668,900 8,135,900 Stock compensation expense 3,371,900 4,169,200 Research and development tax credit 874,400 874,400 Sec. 174 R&E 2,293,000 - Property and equipment 105,800 - Intangible assets 88,500 95,300 Lease liability 428,400 - Accruals 158,500 - Total gross deferred tax assets 19,989,400 13,274,800 Valuation allowance (19,563,500) (13,274,100) Property and equipment - (700) Right-of-use assets (425,900) - Net deferred tax assets (liabilities) - - |
ORGANIZATION (Details)
ORGANIZATION (Details) | 12 Months Ended | |||
Mar. 13, 2023 | Mar. 10, 2023 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | ||||
Cash flow from operations | $ (23,745,900) | $ (20,321,500) | ||
Accumulated deficit | $ (101,947,500) | $ (67,216,500) | ||
Subsequent Event | ||||
Class of Stock [Line Items] | ||||
Stock split (Reverse stock split) ratio | 30 | 30 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | |
Property and Equipment | ||
Number of lease facilities with deposit held by lessor | item | 1 | |
Impairment of long-lived assets held-for-use | $ 0 | $ 0 |
Goodwill impairment expense | 430,000 | |
Goodwill | 0 | 0 |
Unrecognized tax benefits, interest or penalties | $ 0 | 0 |
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 | $ 107,000 | $ 207,800 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Nonvested Stock Options and Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 02, 2021 | Oct. 15, 2020 | |
Nonvested Stock Options | |||
Expected dividend yield | 0% | ||
Restricted Stock Units | |||
Nonvested Stock Options | |||
Period, after vesting, during which shares are released to grantee | 60 days | ||
Stock Options | |||
Nonvested Stock Options | |||
Expiration period | 10 years | ||
Minimum | Restricted Stock Units | |||
Nonvested Stock Options | |||
Vesting period | 6 months | ||
Maximum | Restricted Stock Units | |||
Nonvested Stock Options | |||
Vesting period | 12 months | ||
Annual Vesting Conditions | |||
Nonvested Stock Options | |||
Vesting period | 4 years | ||
Monthly Vesting Conditions | Minimum | |||
Nonvested Stock Options | |||
Vesting period | 10 months | ||
Monthly Vesting Conditions | Maximum | |||
Nonvested Stock Options | |||
Vesting period | 48 months | ||
Public Offering | |||
Warrants | |||
Share price | $ 150 | ||
Common Stock Warrants - Representative | |||
Nonvested Stock Options | |||
Expected dividend yield | 0% | ||
Common Stock Warrants - Representative | Initial Public Offering | |||
Warrants | |||
Share price | $ 12 | ||
Warrant exercise price | 15 | $ 450 | |
Common Stock Warrants - Representative | Public Offering | |||
Warrants | |||
Share price | 5 | ||
Warrant exercise price | $ 6.25 | $ 187.50 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recently issued accounting pronouncements (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | |
Adoption of accounting pronouncements | ||
Operating lease liability | $ 2,129,300 | |
Operating lease right-of-use asset | $ 2,117,300 | |
Cumulative Effect, Period of Adoption, Adjustment | ||
Adoption of accounting pronouncements | ||
Operating lease liability | $ 2,232,700 | |
Operating lease right-of-use asset | $ 2,232,700 | |
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201602Member |
NET LOSS PER COMMON SHARE - Com
NET LOSS PER COMMON SHARE - Computation of basic and diluted earnings per share (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER COMMON SHARE | ||
Net loss | $ (34,731,000) | $ (25,588,700) |
Less: Initial Public Offering Common Stock discount amortization | (100,000) | (100,000) |
Less: Public offering Common Stock discount amortization | (244,800) | (122,000) |
Net loss attributable to common shareholders, basic | (35,075,800) | (25,810,700) |
Net loss attributable to common shareholders, diluted | $ (35,075,800) | $ (25,810,700) |
Weighted average common shares outstanding, basic | 544,475 | 380,569 |
Weighted average common shares outstanding, diluted | 544,475 | 380,569 |
Net loss per share, basic | $ (64.42) | $ (67.82) |
Net loss per share, diluted | $ (64.42) | $ (67.82) |
NET LOSS PER COMMON SHARE - Dil
NET LOSS PER COMMON SHARE - Dilutive Securities Excluded From the Computations of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Units | ||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||
Potentially dilutive securities | 1,700 | 2,447 |
25% Senior Secured Convertible Promissory Note, Maturing 2023 | Maximum | ||
Dilutive Securities Excluded From the Computations of Earnings Per Share | ||
Potentially dilutive securities | 109,590 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | $ 10,837,200 | $ 4,660,500 |
Less: Accumulated depreciation | (2,700,300) | (1,031,500) |
Total | 8,136,900 | 3,629,000 |
Depreciation | 1,673,400 | 469,800 |
Equipment | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 3,041,900 | 1,593,100 |
Leasehold improvements | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 7,298,500 | 1,464,700 |
Office furniture, fixtures, and equipment | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | 137,300 | 16,600 |
Software | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | $ 359,500 | 359,500 |
Construction in progress | ||
PROPERTY AND EQUIPMENT | ||
Property, Plant and Equipment, Gross | $ 1,226,600 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ||
Accrued consulting and outside services | $ 212,900 | $ 467,100 |
Accrued compensation | 668,700 | 273,900 |
Total | $ 881,600 | $ 741,000 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - SBA Loan - USD ($) | Feb. 16, 2021 | May 01, 2020 |
Current loan payable | ||
Principal amount | $ 115,600 | |
Loan forgiveness | $ 105,800 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) | 1 Months Ended | |||
Nov. 30, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Note payable | ||||
Note payable | $ 557,200 | $ 454,500 | ||
Director and Officer Insurance Policy Financing | ||||
Note payable | ||||
Note payable | $ 610,700 | $ 665,900 | $ 557,200 | $ 454,500 |
Interest rate | 8.49% | 4.59% | ||
Note term | 11 months | 10 months |
SENIOR SECURED CONVERTIBLE PR_2
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (Details) | Dec. 12, 2022 USD ($) | Oct. 21, 2022 USD ($) D EquityInstruments $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Current loan payable | ||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
25% Senior Secured Convertible Promissory Note, Maturing 2023 | Notes Payable | ||||
Current loan payable | ||||
Interest rate (as a percent) | 25% | 25% | ||
Convertible promissory notes | $ | $ 4,000,000 | $ 2,000,000 | ||
Interest rate increase to per annum | 27% | 27% | ||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Conversion price | $ 10.50 | |||
Maximum beneficial ownership percentage | 9.99% | |||
Maximum shares to be issued under conversion | EquityInstruments | 109,590 | |||
Percentage of total issued and outstanding shares | 19.90% | |||
Threshold conversion price (in dollars per share) | $ 9.80 | |||
Debt instrument, convertible, threshold trading days | D | 5 |
ACQUISITIONS (Details)
ACQUISITIONS (Details) - USD ($) | 12 Months Ended | ||
Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Fair value of net assets acquired | |||
Goodwill | $ 0 | $ 0 | |
Goodwill impairment expense | 430,000 | ||
InSilico | |||
Acquisitions | |||
Interest percentage acquired | 100% | ||
Common shares issued for Insilico Solutions LLC Membership Purchase Agreement (in shares) | 1,673 | ||
Restricted stock units granted | 1,106 | ||
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 - Legal proceedings (Details) | 12 Months Ended | ||||
Sep. 26, 2022 USD ($) $ / shares | Jul. 02, 2021 USD ($) | Mar. 22, 2021 $ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) director | |
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 | ||||
Litigation settlement loss | $ (3,463,000) | ||||
Subordinated convertible promissory note | 2,914,000 | ||||
Subordinated promissory notes converted into shares of common stock | 399,400 | ||||
Company 401(K) Plan | |||||
401(K) plan contribution expense | 291,832 | ||||
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 | 16,667 | ||||
Stock option exercise price | $ / shares | $ 15 | ||||
Jason Terrell - 2017 Non-employee Director Options Agreement | |||||
Legal proceedings | |||||
Number of stock options sought | shares | 16,667 | ||||
Stock option exercise price | $ / shares | $ 5.10 | ||||
Sabby Entities and Empery Entities | |||||
Legal proceedings | |||||
Litigation settlement loss | 3,463,000 | ||||
Subordinated convertible promissory note | 2,914,000 | ||||
Subordinated promissory notes converted into shares of common stock | $ 399,400 | ||||
Shares issued in conversion of subordinated promissory notes | shares | 43,399 | ||||
Sabby Entities | |||||
Legal proceedings | |||||
Cash settlement payments | $ 75,000 | ||||
Convertible notes issued in settlement of legal proceedings | $ 1,656,720 | ||||
Conversion price | $ / shares | $ 9.20 | ||||
Maximum beneficial ownership percentage | 9.99% | ||||
Sabby Entities | Maximum | |||||
Legal proceedings | |||||
Maximum shares to be issued under conversion | 180,000 | ||||
Empery Entities | |||||
Legal proceedings | |||||
Cash settlement payments | $ 75,000 | ||||
Convertible notes issued in settlement of legal proceedings | $ 1,656,720 | ||||
Conversion price | $ / shares | $ 9.20 | ||||
Maximum beneficial ownership percentage | 9.99% | ||||
Empery Entities | Maximum | |||||
Legal proceedings | |||||
Maximum shares to be issued under conversion | 180,000 |
LEASES - Lease information (Det
LEASES - Lease information (Details) | 2 Months Ended | 12 Months Ended | |||
Aug. 02, 2022 USD ($) ft² | May 01, 2022 USD ($) ft² item | Aug. 01, 2021 ft² | Dec. 31, 2021 ft² item | Dec. 31, 2022 | |
Leases | |||||
Lease, Practical Expedients, Package [true false] | true | ||||
Additional office space leased | ft² | 1,458 | 9,352 | 15,385 | 3,684 | |
Period of time after notice of cancellation that the lease effectively terminates | 90 days | 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 | ||||
Monthly rent - Year one | $ 2,430 | ||||
Monthly rent - Years one and two | $ 4,800 | ||||
Monthly rent - Years two and three | 2,490 | ||||
Monthly rent - Years three and four | 4,896 | ||||
Monthly rent - Year five | $ 2,552 | $ 5,000 |
LEASES - Balance sheet disclosu
LEASES - Balance sheet disclosures (Details) | Dec. 31, 2022 USD ($) |
Leases | |
Operating lease right-of-use asset | $ 2,117,300 |
Operating lease liability - short term | (584,400) |
Operating lease liability - long term | (1,544,900) |
Total lease liabilities | $ (2,129,300) |
LEASES - Components of lease ex
LEASES - Components of lease expense (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Operating leases | |
Operating lease cost | $ 663,100 |
Weighted-average remaining lease term | 3 years 4 months 2 days |
Weighted-average discount rate | 7.12% |
Research and development | |
Operating leases | |
Operating lease cost | $ 473,200 |
General and administrative | |
Operating leases | |
Operating lease cost | $ 189,900 |
LEASES - Operating lease liabil
LEASES - Operating lease liability maturities (Details) | Dec. 31, 2022 USD ($) |
Operating leases | |
2023 | $ 714,000 |
2024 | 717,600 |
2025 | 724,700 |
2026 | 242,800 |
Total lease payments | 2,399,100 |
Less: imputed interest | (269,800) |
Present value of lease payments | $ 2,129,300 |
LEASES - Short-term Lease (Deta
LEASES - Short-term Lease (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases | ||
Monthly rent expense on short-term lease | $ 2,500 | |
Short-term lease expense | $ 22,500 | |
Rent expense | $ 420,500 |
STOCKHOLDERS EQUITY - Common St
STOCKHOLDERS EQUITY - Common Stock (Details) - USD ($) | 12 Months Ended | ||
Jul. 02, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Common stock | |||
Common stock, authorized | 300,000,000 | 300,000,000 | |
Offering expenses | $ 2,881,900 | ||
Beginning balance | $ 48,264,300 | 11,975,400 | |
Common stock discount amortization | 344,800 | ||
Ending Balance | 48,609,100 | 48,264,300 | |
Initial Public Offering | |||
Common stock | |||
Common stock discount amortization | 100,000 | 100,000 | |
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 | 266,667 | ||
Share price | $ 150 | ||
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 | $ 244,800 | $ 122,000 |
STOCKHOLDERS EQUITY - Represent
STOCKHOLDERS EQUITY - Representative's Warrants (Details) | Jul. 02, 2021 $ / shares shares | Oct. 15, 2020 $ / shares shares | Dec. 31, 2022 $ / shares |
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueOptionPricingModelMember | ||
Measurement Input, Risk Free Interest Rate | Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0.40 | ||
Measurement Input, Price Volatility | Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 98.27 | ||
Measurement Input, Expected Term | Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 2 years 9 months | ||
Measurement Input, Expected Dividend Rate | Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Common Stock Warrants - Representative | Initial Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 5 years | ||
Warrants | |||
Number of warrants granted | shares | 2,083 | ||
Warrant exercise price | $ / shares | $ 450 | $ 15 | |
Exercise price as a percentage of the initial offering price | 125% | ||
Common Stock Warrants - Representative | Public Offering | |||
Weighted average valuation assumptions | |||
Warrants and Rights Outstanding, Term | 5 years | ||
Warrants | |||
Number of warrants granted | shares | 13,333 | ||
Warrant exercise price | $ / shares | $ 187.50 | $ 6.25 | |
Exercise price as a percentage of the initial offering price | 125% |
STOCKHOLDERS' EQUITY - Standby
STOCKHOLDERS' EQUITY - Standby Equity Purchase Agreement Financing (Details) | 12 Months Ended | ||||
Oct. 31, 2022 USD ($) shares | Oct. 13, 2022 USD ($) D $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Mar. 07, 2023 $ / shares | |
Stockholder's equity (Deficit) | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Stock-based compensation expense | $ 1,237,100 | $ 3,762,900 | |||
Subsequent Event | |||||
Stockholder's equity (Deficit) | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Standby Equity Purchase Agreement Financing | |||||
Stockholder's equity (Deficit) | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Amount of increase (decrease) in commitment to sell shares | $ 3,000,000 | ||||
Term of anniversary | 24 months | ||||
Percentage of market price | 95% | ||||
Maximum beneficial ownership percentage | 9.99% | ||||
Percentage of outstanding common stock on the date of agreement | 19.90% | ||||
Threshold value of applicability of exchange cap | $ 9.33 | ||||
Number of trading days proceeding the date of agreement | D | 5 | ||||
Amount of cash outflow for structuring fee | $ 10,000 | ||||
Commitment shares issuance from standby equity purchase agreement (in shares) | shares | 20,111 | ||||
Amount of dividing factor for calculation of additional number of common stock to be issued | $ 120,000 | ||||
Stock-based compensation expense | $ 298,000 | $ 193,665 | $ 491,665 | ||
Number of trading days prior to the date of delivery | D | 5 | ||||
Shares issued for services rendered | shares | 33,333 | ||||
Standby Equity Purchase Agreement Financing | Maximum | |||||
Stockholder's equity (Deficit) | |||||
Commitment amount | $ 5,000,000 |
STOCK-BASED COMPENSATION - Weig
STOCK-BASED COMPENSATION - Weighted-average Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average assumptions | ||
Expected dividend yield | 0% | |
Stock Incentive Plan 2017 | Stock Options | ||
Weighted average assumptions | ||
Risk-free interest rate | 1.09% | |
Expected volatility | 83.34% | |
Expected life (years) | 6 years 2 months 19 days | |
Expected dividend yield | 0% | |
Stock Incentive Plan 2021 | Stock Options | ||
Weighted average assumptions | ||
Risk-free interest rate | 2.99% | |
Expected volatility | 119.55% | |
Expected life (years) | 5 years 1 month 6 days | |
Expected dividend yield | 0% |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Units (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jan. 31, 2017 | |
Stock Incentive Plan 2017 | Maximum | ||||
Restricted stock units | ||||
Authorized shares | 56,954 | |||
Stock Incentive Plan 2017 | Restricted Stock Units | ||||
Restricted stock units | ||||
Stock compensation expense | $ 61,100 | $ 3,124,500 | ||
Effect of modifications on stock compensation expense | $ 0 | |||
Restricted stock unit activity | ||||
Nonvested RSUs at beginning of year, as restated | 17,028 | 31,542 | ||
Granted | 5,555 | |||
Vested | (433) | (13,130) | ||
Cancelled and forfeited | (15,945) | (6,939) | ||
Nonvested RSUs at end of period, as restated | 650 | 17,028 | ||
Weighted average grant day fair value per share | ||||
Nonvested RSUs at beginning of year, as restated | $ 374.40 | $ 384.30 | ||
Granted | 239.40 | |||
Vested | 297 | 336.30 | ||
Cancelled and forfeited | 382.50 | 383.70 | ||
Nonvested RSUs at end of period, as restated | $ 259.50 | $ 374.40 | ||
Stock Incentive Plan 2017 | Restricted Stock Units | Research and development | ||||
Restricted stock units | ||||
Stock compensation expense | $ 38,900 | $ 2,070,600 | ||
Effect of modifications on stock compensation expense | 598,900 | |||
Incremental compensation costs | 52,500 | |||
Stock Incentive Plan 2017 | Restricted Stock Units | General and administrative | ||||
Restricted stock units | ||||
Stock compensation expense | $ 22,200 | 1,053,900 | ||
Effect of modifications on stock compensation expense | 1,286,800 | |||
Incremental compensation costs | $ 115,200 | |||
Stock Incentive Plan 2017 | Restricted Stock Units | Previously Reported | ||||
Restricted stock unit activity | ||||
Nonvested RSUs at beginning of year, as restated | 28,899 | |||
Vested | (1,260) | |||
Nonvested RSUs at end of period, as restated | 28,899 | |||
Weighted average grant day fair value per share | ||||
Nonvested RSUs at beginning of year, as restated | $ 364.80 | |||
Vested | $ 195.30 | |||
Nonvested RSUs at end of period, as restated | $ 364.80 | |||
Stock Incentive Plan 2017 | Restricted Stock Units | Restated | ||||
Restricted stock unit activity | ||||
Nonvested RSUs at beginning of year, as restated | 17,028 | |||
Vested | (13,130) | |||
Nonvested RSUs at end of period, as restated | 17,028 | |||
Weighted average grant day fair value per share | ||||
Nonvested RSUs at beginning of year, as restated | $ 374.40 | |||
Vested | $ 336.30 | |||
Nonvested RSUs at end of period, as restated | $ 374.40 | |||
Stock Incentive Plan 2021 | Maximum | ||||
Restricted stock units | ||||
Authorized shares | 40,576 | |||
Stock Incentive Plan 2021 | Restricted Stock Units | ||||
Restricted stock units | ||||
Stock compensation expense | $ 358,500 | $ 187,200 | ||
Restricted stock unit activity | ||||
Nonvested RSUs at beginning of year, as restated | 2,068 | |||
Granted | 24,610 | 3,420 | ||
Vested | (25,241) | (1,263) | ||
Cancelled and forfeited | (753) | (89) | ||
Nonvested RSUs at end of period, as restated | 684 | 2,068 | ||
Weighted average grant day fair value per share | ||||
Nonvested RSUs at beginning of year, as restated | $ 165.60 | |||
Granted | 12.30 | $ 156 | ||
Vested | 33 | 142.50 | ||
Cancelled and forfeited | 206.40 | 126.60 | ||
Nonvested RSUs at end of period, as restated | $ 4.44 | $ 165.60 | ||
Stock Incentive Plan 2021 | Restricted Stock Units | Research and development | ||||
Restricted stock units | ||||
Stock compensation expense | $ 56,300 | $ 34,300 | ||
Stock Incentive Plan 2021 | Restricted Stock Units | General and administrative | ||||
Restricted stock units | ||||
Stock compensation expense | $ 302,200 | $ 152,900 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) - Stock Options - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Incentive Plan 2017 | ||
Stock option activity | ||
Options outstanding at beginning of year, as restated | 12,697 | 16,324 |
Granted | 0 | 4,901 |
Exercised | (630) | |
Cancelled and forfeited | (1,411) | (7,898) |
Balance at December 31: | 11,286 | 12,697 |
Options exercisable at December 31: | 11,218 | 12,418 |
Intrinsic value of options exercised | $ 33,000 | |
Weighted average exercise price | ||
Options outstanding at beginning of year | $ 257.10 | $ 300.90 |
Granted | 254.10 | |
Exercised | 199.20 | |
Cancelled and forfeited | 277.50 | 350.40 |
Balance at December 31: | 254.40 | 257.10 |
Options exercisable at December 31: | $ 256.20 | 254.70 |
Weighted average grant date fair value for options granted and expected to be vested during the year: | $ 254.10 | |
Additional stock option information | ||
Stock compensation expense | $ 95,000 | $ 451,200 |
Effect of modifications on stock compensation expense | $ 0 | |
Options outstanding, weighted average remaining contractual life | 4 years 11 months 4 days | 5 years 5 months 12 days |
Options exercisable, aggregate intrinsic value | $ 0 | $ 0 |
Total unrecognized stock compensation expense | $ 4,700 | |
Weighted-average period over which cost not yet recognized is expected to be recognized | 3 months 14 days | |
Stock Incentive Plan 2017 | Research and development | ||
Additional stock option information | ||
Stock compensation expense | $ 65,000 | 176,600 |
Stock Incentive Plan 2017 | General and administrative | ||
Additional stock option information | ||
Stock compensation expense | $ 30,000 | 274,600 |
Incremental compensation costs | 16,000 | |
Effect of modifications on stock compensation expense | $ 34,900 | |
Stock Incentive Plan 2021 | ||
Stock option activity | ||
Granted | 24,480 | |
Cancelled and forfeited | (3,060) | |
Balance at December 31: | 21,420 | |
Options exercisable at December 31: | 21,420 | |
Weighted average exercise price | ||
Granted | $ 12.90 | |
Balance at December 31: | 12.90 | |
Options exercisable at December 31: | 12.90 | |
Weighted average grant date fair value for options granted and expected to be vested during the year: | $ 10.80 | |
Additional stock option information | ||
Stock compensation expense | $ 230,835 | |
Options outstanding, weighted average remaining contractual life | 5 years 5 months 4 days | |
Options outstanding, aggregate intrinsic value | $ 0 | |
Total unrecognized stock compensation expense | 0 | |
Stock Incentive Plan 2021 | General and administrative | ||
Additional stock option information | ||
Stock compensation expense | $ 230,835 |
INCOME TAXES - Tax Rate Reconci
INCOME TAXES - Tax Rate Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
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% | 21% |
Change in valuation allowance | (21.00%) | (21.00%) |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets (liabilities): | ||
Net operating loss carryforward | $ 12,668,900 | $ 8,135,900 |
Stock compensation expense | 3,371,900 | 4,169,200 |
Research and development tax credit | 874,400 | 874,400 |
Sec. 174 R&E | 2,293,000 | |
Property and equipment | 105,800 | |
Intangible assets | 88,500 | 95,300 |
Lease liability | 428,400 | |
Accruals | 158,500 | |
Total gross deferred tax assets | 19,989,400 | 13,274,800 |
Valuation allowance | (19,563,500) | (13,274,100) |
Property and equipment | $ (700) | |
Right-of-use assets | $ (425,900) |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Carryforward (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
U.S. | ||
Operating loss carryforwards | ||
Net operating loss carryforwards | $ 60,328,168 | $ 38,742,400 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Mar. 28, 2023 USD ($) D $ / shares shares | Mar. 13, 2023 | Mar. 10, 2023 | Mar. 07, 2023 $ / shares | Feb. 21, 2023 USD ($) D $ / shares | Jan. 20, 2023 USD ($) D $ / shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||
Preferred stock, issued | shares | 0 | 0 | ||||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Stock split (Reverse stock split) ratio | 30 | 30 | ||||||
Subsequent Event | Minimum | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock split (Reverse stock split) ratio | 2 | |||||||
Subsequent Event | Maximum | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock split (Reverse stock split) ratio | 30 | |||||||
Subsequent Event | 25% Senior Secured Convertible Promissory Notes | Notes Payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate (as a percent) | 25% | |||||||
Aggregate principal amount of convertible promissory notes exchanged for preferred stock | $ | $ 8,000,000 | |||||||
Subsequent Event | 25% Senior Secured Convertible Promissory Note, Maturing January 2024 | Notes Payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate (as a percent) | 25% | |||||||
Convertible promissory notes | $ | $ 2,000,000 | |||||||
Interest rate increase to per annum | 27% | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Conversion price | $ 10.50 | |||||||
Maximum beneficial ownership percentage | 9.99% | |||||||
Maximum shares to be issued under conversion | $ | 136,015 | |||||||
Percentage of total issued and outstanding shares | 19.90% | |||||||
Threshold conversion price (in dollars per share) | $ 6.22 | |||||||
Debt instrument, convertible, threshold trading days | D | 5 | |||||||
Subsequent Event | 25% Senior Secured Convertible Promissory Note, Maturing February 2024 | Notes Payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate (as a percent) | 25% | |||||||
Convertible promissory notes | $ | $ 2,000,000 | |||||||
Interest rate increase to per annum | 27% | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Conversion price | $ 7.50 | |||||||
Maximum beneficial ownership percentage | 9.99% | |||||||
Maximum shares to be issued under conversion | $ | 192,385 | |||||||
Percentage of total issued and outstanding shares | 19.90% | |||||||
Threshold conversion price (in dollars per share) | $ 4.62 | |||||||
Debt instrument, convertible, threshold trading days | D | 5 | |||||||
Subsequent Event | 25% Senior Secured Convertible Promissory Note, Maturing March 2024 | Notes Payable | ||||||||
Subsequent Event [Line Items] | ||||||||
Interest rate (as a percent) | 25% | |||||||
Convertible promissory notes | $ | $ 2,000,000 | |||||||
Interest rate increase to per annum | 27% | |||||||
Common stock, par value (in dollars per share) | $ 0.001 | |||||||
Conversion price | $ 6.50 | |||||||
Maximum beneficial ownership percentage | 9.99% | |||||||
Maximum shares to be issued under conversion | $ | 195,751 | |||||||
Percentage of total issued and outstanding shares | 19.90% | |||||||
Threshold conversion price (in dollars per share) | $ 3.84 | |||||||
Debt instrument, convertible, threshold trading days | D | 5 | |||||||
Subsequent Event | Series C Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred stock, issued | shares | 8,000 |