Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 11, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Entity File Number | 001-39752 | |
Entity Registrant Name | Petros Pharmaceuticals, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1410058 | |
Entity Address State Or Province | NY | |
Entity Address, Address Line One | 1185 Avenue of the Americas | |
Entity Address, Adress Line Two | 3rd Floor | |
Entity Address, City or Town | New York | |
Entity Address, Postal Zip Code | 10036 | |
City Area Code | 973 | |
Local Phone Number | 242-0005 | |
Title of 12(b) Security | Common stock | |
Trading Symbol | PTPI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 13,150,215 | |
Entity Central Index Key | 0001815903 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 8,135,184 | $ 17,139,694 |
Accounts receivable, net | 1,952,421 | 5,152,969 |
Inventories | 518,481 | 760,530 |
Deposits with related party | 4,576 | |
Prepaid expenses and other current assets | 2,748,238 | 2,847,284 |
Total current assets | 13,354,324 | 25,905,053 |
Fixed assets, net | 51,952 | 64,250 |
Intangible assets, net | 26,982,098 | 32,160,919 |
API purchase commitment | 11,144,257 | 11,144,257 |
Other assets | 502,697 | 579,535 |
Total assets | 52,035,328 | 69,854,014 |
Current liabilities: | ||
Current portion of senior debt, net | 1,740,752 | 7,175,029 |
Accounts payable | 5,312,344 | 5,609,556 |
Accrued expenses | 11,594,114 | 14,683,786 |
Accrued inventory purchases | 14,203,905 | 14,203,905 |
Other current liabilities | 649,468 | 221,766 |
Total current liabilities | 33,500,583 | 41,894,042 |
Derivative liability | 250,000 | 9,890,000 |
Other long-term liabilities | 437,749 | 600,920 |
Total liabilities | 34,188,332 | 52,384,962 |
Stockholders' Equity: | ||
Preferred stock (par value of $0.0001 per share, 50,000,000 shares authorized, 0 and 500 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively) | ||
Common stock (par value of $0.0001 per share, 150,000,000 shares authorized, 9,826,599 and 9,707,655 shares issued and outstanding as of September 30, 2021, and December 31, 2020, respectively) | 983 | 971 |
Additional paid-in capital | 80,348,891 | 79,170,225 |
Accumulated deficit | (62,502,878) | (61,702,144) |
Total Stockholders' Equity | 17,846,996 | 17,469,052 |
Total Liabilities and Stockholders' Equity | $ 52,035,328 | $ 69,854,014 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 500 |
Preferred stock, shares outstanding | 0 | 500 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 9,826,599 | 9,707,655 |
Common stock, shares outstanding | 9,826,599 | 9,707,655 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||
Net sales | $ 2,145,169 | $ 3,464,695 | $ 8,678,424 | $ 6,630,180 |
Cost of goods sold | 319,158 | 981,903 | 1,355,838 | 2,305,169 |
Gross profit | 1,826,011 | 2,482,792 | 7,322,586 | 4,325,011 |
Operating expenses: | ||||
Selling, general and administrative | 3,413,223 | 3,121,023 | 11,411,113 | 11,997,185 |
Research and development expense | 280,576 | 36,828 | 799,803 | 307,796 |
Depreciation and amortization expense | 1,728,829 | 1,661,362 | 5,186,486 | 4,984,084 |
Total operating expenses | 5,422,628 | 4,819,213 | 17,397,402 | 17,289,065 |
Loss from operations | (3,596,617) | (2,336,421) | (10,074,816) | (12,964,054) |
Change in fair value of derivative liability | 1,970,000 | 9,640,000 | ||
Interest expense, senior debt | (67,936) | (300,355) | (356,873) | (1,085,347) |
Interest expense, subordinated related party term loans | (669,730) | (1,148,447) | ||
Loss before income taxes | (1,694,553) | (3,306,506) | (791,689) | (15,197,848) |
Income tax expense (benefit) | 2,345 | (6,143) | 9,045 | (49,895) |
Net loss | $ (1,696,898) | $ (3,300,363) | $ (800,734) | $ (15,147,953) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.17) | $ (0.96) | $ (0.08) | $ (4.41) |
Diluted (in dollars per share) | $ (0.17) | $ (0.96) | $ (0.08) | $ (4.41) |
Weighted average common shares outstanding | ||||
Basic | 9,826,599 | 3,434,551 | 9,794,267 | 3,434,551 |
Diluted | 9,826,599 | 3,434,551 | 9,794,267 | 3,434,551 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY / MEMBERS' CAPITAL - USD ($) | Preferred Units | Common Units | Preferred Stock | Common Stock | Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 20,018,205 | $ 29,117,233 | $ (41,116,219) | $ 8,019,219 | |||
Balance (in shares) at Dec. 31, 2019 | 1,619,754 | 3,434,551 | |||||
Net income (loss) | (15,147,953) | (15,147,953) | |||||
Balance at Sep. 30, 2020 | $ 20,018,205 | $ 29,117,233 | (56,264,172) | (7,128,734) | |||
Balance (in shares) at Sep. 30, 2020 | 1,619,754 | 3,434,551 | |||||
Balance at Jun. 30, 2020 | $ 20,018,205 | $ 29,117,233 | (52,963,809) | (3,828,371) | |||
Balance (in shares) at Jun. 30, 2020 | 1,619,754 | 3,434,551 | |||||
Net income (loss) | (3,300,363) | (3,300,363) | |||||
Balance at Sep. 30, 2020 | $ 20,018,205 | $ 29,117,233 | (56,264,172) | (7,128,734) | |||
Balance (in shares) at Sep. 30, 2020 | 1,619,754 | 3,434,551 | |||||
Balance at Dec. 31, 2020 | $ 971 | $ 79,170,225 | (61,702,144) | 17,469,052 | |||
Balance (in shares) at Dec. 31, 2020 | 500 | 9,707,655 | |||||
Conversion of Preferred Stock to Common Stock | $ 6 | (6) | |||||
Conversion of Preferred Stock to Common Stock (in shares) | (500) | 60,606 | |||||
Non-employee stock-based compensation | $ 6 | 187,796 | 187,802 | ||||
Non-employee stock-based compensation (in shares) | 58,338 | ||||||
Stock-based Compensation Expense | 990,876 | 990,876 | |||||
Net income (loss) | (800,734) | (800,734) | |||||
Balance at Sep. 30, 2021 | $ 983 | 80,348,891 | (62,502,878) | 17,846,996 | |||
Balance (in shares) at Sep. 30, 2021 | 9,826,599 | ||||||
Balance at Jun. 30, 2021 | $ 983 | 80,295,724 | (60,805,980) | 19,490,727 | |||
Balance (in shares) at Jun. 30, 2021 | 9,826,599 | ||||||
Stock-based Compensation Expense | 53,167 | 53,167 | |||||
Net income (loss) | (1,696,898) | (1,696,898) | |||||
Balance at Sep. 30, 2021 | $ 983 | $ 80,348,891 | $ (62,502,878) | $ 17,846,996 | |||
Balance (in shares) at Sep. 30, 2021 | 9,826,599 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (800,734) | $ (15,147,953) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,186,486 | 4,984,084 |
Bad debt expense | 74,953 | |
Inventory and sample inventory reserve | (90,844) | 447,761 |
Non-cash paid-in-kind interest | 1,192,896 | |
Amortization of deferred financing costs and debt discount | 12,500 | 25,000 |
Accretion for end of term fee | 116,196 | |
Deferred tax benefit | (196,818) | |
Lease expense | 76,838 | 68,538 |
Derivative liability | (9,640,000) | |
Deferred revenue | 70,343 | |
Employee stock-based compensation | 990,876 | |
Non-employee stock-based compensation | 187,802 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,125,595 | (1,548,687) |
Inventories | 361,282 | 565,486 |
Deposits | 4,576 | 2,326 |
Prepaid expenses and other current assets | 75,289 | 847,593 |
Accounts payable | (297,212) | 4,526,000 |
Accrued expenses | (3,089,672) | (6,464,247) |
Accrued inventory purchases | (250,000) | |
Other current liabilities | 357,361 | 167,794 |
Long-term liabilities | (163,171) | (118,399) |
Net cash used in operating activities | (3,557,732) | (10,782,430) |
Cash flows from investing activities: | ||
Acquisition of fixed assets | (4,633) | |
Net cash used in investing activities | (4,633) | |
Cash flows from financing activities: | ||
Payment of senior debt | (4,912,541) | (4,639,674) |
Payment of portion of senior debt end of term fee | (534,237) | |
Proceeds from subordinated related party term loans | 14,000,000 | |
Debt issuance costs | (50,000) | |
Net cash (used in) provided by financing activities | (5,446,778) | 9,310,326 |
Net decrease in cash | (9,004,510) | (1,476,737) |
Cash, beginning of period | 17,139,694 | 2,145,812 |
Cash, end of period | 8,135,184 | 669,075 |
Supplemental cash flow information: | ||
Cash paid for interest during the period | $ 393,577 | 953,171 |
Noncash Items: | ||
Accrued Merger Transaction Costs | $ 521,395 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation, and Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Nature of Operations, Basis of Presentation, and Liquidity | |
Nature of Operations, Basis of Presentation, and Liquidity | 1) Nature of Operations, Basis of Presentation, and Liquidity Nature of Operations Petros Pharmaceuticals, Inc. (“Petros” or the “Company”) was incorporated in Delaware on May 14, 2020 for the purpose of effecting the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 17, 2020 (the “Original Merger Agreement”), by and between Petros, Neurotrope, Inc., a Nevada corporation (“Neurotrope”), PM Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Petros (“Merger Sub 1”), PN Merger Sub 2, Inc., a Delaware corporation and a wholly-owned subsidiary of Petros (“Merger Sub 2”), and Metuchen Pharmaceuticals LLC, a Delaware limited liability company (“Metuchen”). On July 23, 2020, the parties to the Merger Agreement entered into the First Amendment to the Agreement and Plan of Merger and Reorganization (the “First Merger Agreement Amendment”) and on September 30, 2020, the parties to the Original Merger Agreement entered into the Second Amendment to the Agreement and Plan of Merger and Reorganization (the “Second Merger Agreement Amendment” and, together with the Original Merger Agreement and the First Merger Agreement Amendment, the “Merger Agreement”). The Merger Agreement provided for (1) the merger of Merger Sub 1, with and into Metuchen, with Metuchen surviving as a wholly owned subsidiary of Petros (the “Metuchen Merger”) and (2) the merger of Merger Sub 2 with and into Neurotrope, with Neurotrope surviving as a wholly owned subsidiary of Petros (the “Neurotrope Merger” and together with the Metuchen Merger, the “Mergers”). As a result of the Mergers, Metuchen and Neurotrope became wholly owned subsidiaries of Petros, and Petros became a publicly traded corporation on December 1, 2020. On December 7, 2020, Neurotrope completed the spin-off of certain assets, whereby (i) any cash in excess of $20,000,000, subject to adjustment as provided in the Merger Agreement, and all of the operating assets and liabilities of Neurotrope not retained by Neurotrope in connection with the Mergers were contributed to Synaptogenix, Inc. (formerly known as Neurotrope Bioscience, Inc. and a wholly owned subsidiary of Neurotrope prior to the spin-off), a Delaware corporation (“Synaptogenix”). The Mergers were accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Metuchen was determined to be the accounting acquirer based on an analysis of the criteria outlined in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) No. 805, Business Combinations Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary to present fairly our financial position, results of operations and cash flows. However, actual results could differ from those estimates. The condensed consolidated balance sheet at December 31, 2020, has been derived from audited financial statements as of that date. The unaudited interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the United States Securities and Exchange Commission. This Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes previously distributed in our Annual Report on Form 10-K for the year ended December 31, 2020. Certain prior year amounts have been reclassified for consistency with current year presentation. These reclassifications had no effect on the reported results of operations. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of TIMM Medical Technologies, Inc. (“Timm Medical”), and Pos-T-Vac, LLC (“PTV”), subsidiaries of Metuchen, as well as the accounts of Metuchen and Neurotrope, subsidiaries of Petros. All intercompany accounts and transactions are eliminated in consolidation. Liquidity The Company has experienced net losses and negative cash flows from operations since its inception. As of September 30, 2021, the Company had cash of $8.1 million, negative working capital of approximately $20.1 million, including debt of $1.7 million that matures in 2021, and sustained cumulative losses attributable to common stockholders of $62.5 million. Our plans include, or may include, utilizing our cash and cash equivalents on hand, and our liability due to Vivus as well as exploring additional ways to raise capital in addition to increasing cash flows from operations. In October 2021, the Company issued 3,323,616 shares of its common stock and received $5.5 million in net proceeds. In November 2021, the Company repaid $1.2 million in full satisfaction of its senior debt (See Note 8 Debt). While we are optimistic that we will be successful in our efforts to achieve our plan, there can be no assurances that we will be successful in doing so. As such, we obtained a continued support letter from our largest shareholder, JCP III SM AIV, L.P., (“the JCP Investor”) through November 16, 2022. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2) Summary of Significant Accounting Policies Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting periods. Such estimates include the adequacy of accounts receivable reserves, return reserves, inventory reserves, and assessment of long-lived assets, including intangible asset impairment and the determination of the fair value of the derivative liability, among others. Actual results could differ from these estimates and changes in these estimates are recorded when known. Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of competitor products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China ( “COVID-19”) and the risks to the international community. The WHO declared COVID-19 a global pandemic on March 11, 2020, and since that time many of the previously imposed restrictions and other measures which were instituted in response have been subsequently reduced or lifted. However, the COVID-19 pandemic remains highly unpredictable and dynamic, and its duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. economy for the foreseeable future. The Company cannot reasonably estimate the length or severity of the impact that the COVID-19 pandemic will have on its financial results, and the Company may experience a material adverse impact on its sales, results of operations, and cash flows in fiscal 2021 and thereafter. During 2020, government regulations and the voluntary business practices of the Company and prescribing physicians had prevented in-person visits by sales representatives to physicians’ offices. The Company had taken steps to mitigate the negative impact on its businesses of such restrictions. In March 2020, the Company reduced its sales representative head count to reflect the lack of in-person visits. The Company had maintained a core sales team which continued to contact physicians via telephone and videoconference as well as continuing to have webinars provided by the Company’s key opinion leaders to other physicians and pharmacists. In response to the spread of COVID-19, in March 2020, the Company closed its administrative offices and as of September 30, 2021, they remain closed, with the Company’s employees continuing their work outside of the Company’s offices. The Company has selectively resumed in-person interactions by its customer-facing personnel in compliance with local and state restrictions. The Company also continues to engage with customers virtually as the Company seeks to continue to support healthcare professionals and patient care. However, the Company’s ability to engage in personal interactions with physicians and customers remains limited, and it is unknown when the Company’s offices will reopen, and these interactions will be fully resumed. Revenue Recognition Prescription Medication Sales The Company’s prescription medication sales consist of sales of Stendra® in the U.S. for the treatment of male erectile dysfunction. Under ASC Topic 606, Revenue Recognition In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers Stendra® to when the customers pay for the product is typically less than one year. The Company records prescription medication sales net of any variable consideration, including but not limited to discounts, rebates, returns, chargebacks, and distribution fees. The Company uses the expected value method when estimating its variable consideration unless terms are specified within contracts. The identified variable consideration is recorded as a reduction of revenue at the time revenues from sales of Stendra® are recognized. The Company recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. These estimates may differ from actual consideration received. The Company evaluates these estimates each reporting period to reflect known changes. As of September 30, 2021, and December 31, 2020, the reserves for sales deductions were $4.2 million and $8.6 million, respectively. The most significant sales deductions included in this reserve relate to returns, contract rebates, coupon redemptions and distribution service (“DSA”) fees. The Company’s estimates are based on factors such as its direct and indirect customers’ buying patterns and the estimated resulting contractual deduction rates, historical experience, specific known market events and estimated future trends, current contractual and statutory requirements, industry data, estimated customer inventory levels, current contract sales terms with its direct and indirect customers, and other competitive factors. Significant judgment and estimation are required in developing the foregoing and other relevant assumptions. The most significant sales deductions are further described below. Product Returns Consistent with industry practice, the Company maintains a return policy that generally allows its customers to return Stendra® and receive credit for product within six months prior to expiration date and up to one year after expiration date. The provision for returns is based upon the Company’s estimates for future Stendra® returns and historical experience. The provision of returns is part of the variable consideration recorded at the time revenue is recognized. As of September 30, 2021, and December 31, 2020, the reserves for product returns were $3.2 million and $7.1 million, respectively, and are included as a component of accrued expenses. Contract Rebates, Coupon Redemptions and DSA Fees The Company establishes contracts with wholesalers, chain stores, and indirect customers that provide for rebates, sales incentives, DSA fees and other allowances. Some customers receive rebates upon attaining established sales volumes. Direct rebates are generally rebates paid to direct purchasing customers based on a percentage applied to a direct customer’s purchases from us, including fees paid to wholesalers under our DSAs, as described below. Indirect rebates are rebates paid to indirect customers that have purchased our products from a wholesaler under a contract with us. The Company has entered into DSAs with certain of our significant wholesaler customers that obligate the wholesalers, in exchange for fees paid by us, to: (i) manage the variability of their purchases and inventory levels within specified limits based on product demand and (ii) provide us with specific services, including the provision of periodic retail demand information and current inventory levels for our pharmaceutical products held at their warehouse locations. Medical Device Sales The Company’s medical device sales consist of domestic and international sales of men’s health products for the treatment of erectile dysfunction. The men’s health products do not require a prescription and include vacuum erection devices, VenoSeal, and other related accessories. Under Topic 606, the Company recognizes revenue from medical device sales when its performance obligations with its customers have been satisfied. In the contracts with its customers, the Company has identified a single performance obligation to provide medical devices upon receipt of a customer order. The performance obligation is satisfied at a point in time when the Company’s customers obtain control of the medical device, which is typically upon shipment. The Company invoices its customers after the medical devices have been shipped and invoice payments are generally due within 30 days of invoice date for domestic customers and 90 days for international customers. In determining the transaction price, a significant financing component Product Returns Consistent with industry practice, the Company maintains a return policy that generally allows its customers to return medical devices and receive credit for products within 90 days of the sale. The provision for returns is based upon the Company’s estimates for future product returns and historical experience. The Company has not made significant changes to the judgments made in applying Topic 606. As of September 30, 2021, and December 31, 2020, the reserves for product returns for medical devices were not significant. Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by an observable market. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Financial instruments recognized at historical amounts in the condensed consolidated balance sheets consist of cash, accounts receivable, other current assets, accounts payable, accrued expenses, other current liabilities, and senior debt. The Company believes that the carrying value of cash, accounts receivable, other current assets, accounts payable, accrued expenses, and other current liabilities approximates their fair values due to the short-term nature of these instruments. The carrying value of senior debt as of September 30, 2021, and December 31, 2020, approximated fair value. The fair value of the senior debt was estimated by discounting to present value the scheduled coupon payments and principal repayment, using an appropriate fair market yield and is considered Level 3 in the fair value hierarchy. In connection with the Mergers in December 2020, each security holder of Metuchen received an earnout consideration classified as a derivative liability to be paid in the form of Petros Common Stock. The Company estimated their fair value using a Monte Carlo Simulation approach. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability as of September 30, 2021, and December 31, 2020, was $0.3 million and $9.9 million, respectively. See Note 10 Stockholders’ Equity. Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to stock-based transactions, including employee stock options and consultant warrants, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options or warrants. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. Employee stock option and consulting expenses are recognized over the employee’s or consultant’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the volatility and expected term. Any changes in these highly subjective assumptions can significantly impact stock-based compensation expense. See Note 11 Stock Options. Income Taxes Prior to the consummation of the Mergers, Metuchen was a limited liability company (“LLC”) for federal income tax purposes and had elected to be treated as a Partnership for federal and state income tax purposes. PTV is a disregarded entity for federal income tax purposes. As such, all income tax consequences resulting from the operations were reported on the member’s income tax return. In addition, Timm Medical was included in the Company’s structure where taxes were paid at the entity level. Subsequent to the Mergers, Metuchen’s activity is included in the Company’s consolidated group. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with FASB ASC No. 740 Income Taxes The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statement of operations. As of September 30, 2021, and December 31, 2020, no accrued interest or penalties are recorded in the condensed consolidated balance sheets. Basic and Diluted Net Loss per Common Share The Company computes basic net loss per common share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding the dilutive effects of stock options and warrants to purchase common shares. The Company computes diluted net loss per common share by dividing the net loss applicable to common share by the sum of the weighted-average number of common shares outstanding during the period plus the potential dilutive effects of its convertible preferred stocks, stock options and warrants to purchase common shares, but such items are excluded if their effect is anti-dilutive. See Note 13 Basic and Diluted Net Loss per Common Share. Recent Accounting Pronouncements Pending Adoption as of September 30, 2021 In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable, net | |
Accounts Receivable, net | 3) Accounts Receivable, net Accounts receivable, net is comprised of the following: September 30, December 31, 2021 2020 Gross accounts receivables $ 2,929,064 $ 6,560,291 Distribution service fees (537,363) (972,652) Chargebacks accrual — (121,269) Cash discount allowances (135,527) (84,601) Allowance for doubtful accounts (303,753) (228,800) Total accounts receivable, net $ 1,952,421 $ 5,152,969 For the nine months ended September 30, 2021 and 2020, gross sales from customers representing 10% or more of the Company’s total gross sales included four customers and one customer, respectively, which represented approximately 78% and 80% of total gross sales, respectively. Receivables from customers representing 10% or more of the Company’s gross accounts receivable included two customers at September 30, 2021 and December 31, 2020 equal to 70% and 93%, respectively, of the Company’s total gross accounts receivables. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventories | |
Inventories | 4) Inventories Inventory is comprised of the following: September 30, 2021 December 31, 2020 Raw materials $ 328,558 $ 325,932 Finished goods 189,923 434,598 Total inventory $ 518,481 $ 760,530 Finished goods are net of valuation reserves of $435,927 and $935,866 as of September 30, 2021, and December 31, 2020, respectively. Raw materials are net of valuation reserves of $2,872,977 as of both September 30, 2021, and December 31, 2020, respectively, which is related to bulk inventory that is fully reserved. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | 5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following: September 30, 2021 December 31, 2020 Prepaid samples $ — $ 58,483 Prepaid insurance 172,205 149,452 Prepaid FDA fees — 756,972 Prepaid coupon fees 71,500 71,500 API purchase commitment asset (see Note 14) 1,304,541 1,304,541 Other prepaid expenses 587,319 391,552 Other current assets 612,673 114,784 Total prepaid expenses and other current assets $ 2,748,238 $ 2,847,284 Prepaid samples, which are presented net of reserves, are expensed when distributed to the sales force. The prepaid samples reserve amount was $379,612 and $351,224 as of September 30, 2021, and December 31, 2020, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets | |
Intangible Assets | 6) Intangible Assets Balance at December 31, 2019 $ 38,811,137 Amortization expense (6,650,218) Balance at December 31, 2020 32,160,919 Amortization expense (5,178,821) Balance at September 30, 2021 $ 26,982,098 The future annual amortization related to the Company’s intangible assets is as follows as of September 30, 2021: 2021 (remaining 3 months) 1,688,951 2022 6,191,740 2023 5,445,729 2024 4,650,787 Thereafter 9,004,891 Total $ 26,982,098 The intangible assets held by the Company are the Stendra® product, Timm Medical product, and PTV product and are being amortized over their estimated useful lives of 10 years , 12 years , and 12 years, respectively. The carrying value of the Stendra® product, Timm Medical product, and PTV product as of September 30, 2021, are $20.4 million, $5.1 million, and $1.4 million, respectively. The carrying value of the Stendra® product, Timm Medical product, and PTV product as of December 31, 2020, are $24.6 million, $5.9 million, and $1.6 million, respectively. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Accrued Expenses | 7) Accrued Expenses Accrued expenses are comprised of the following: September 30, 2021 December 31, 2020 Accrued price protection $ 1,853,979 $ 1,853,979 Accrued product returns 5,590,248 9,452,248 Accrued contract rebates 341,715 412,046 Due to Vivus (see Note 14) 2,267,523 2,267,523 Accrued severance 25,417 519,609 Accrued professional fees 31,463 — Accrued marketing 1,258,255 — Other accrued expenses 225,514 178,381 Total accrued expenses $ 11,594,114 $ 14,683,786 As part of its acquisition of Stendra®, the Company provides the previous owner with price protection for certain Stendra® product returns that are processed by the previous owner in accordance with the Company's returned goods policy. Some customer agreements require that product returns be credited at the current wholesale acquisition cost (“WAC”). If the Company subsequently raises the WAC, the Company will reimburse the previous owner for the difference between the current WAC and the original sale price for returns processed by the previous owner. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Debt | 8) Debt Senior Debt The following is a summary of the Company’s senior indebtedness at September 30, 2021, and December 31, 2020: September 30, 2021 December 31, 2020 Principal balance $ 1,740,752 $ 6,653,292 Plus: End of term fee — 534,237 Less: Debt issuance costs — (12,500) Total senior debt $ 1,740,752 $ 7,175,029 On September 30, 2016, the Company entered into a loan and security agreement with Hercules Capital, Inc. (“Hercules”), a third party, for a $35 million term loan (the “Senior Debt”). The Senior Debt includes an additional Paid-In-Kind (“PIK”) interest that increases the outstanding principal on a monthly basis at an annual rate of 1.35% and a $787,500 end of term charge. The end of term charge is being recognized as interest expense and accreted over the term of the Senior Debt using the effective interest method. On November 22, 2017, the Company and Hercules entered into Amendment No. 1 to the Senior Debt (the “First Amendment”). A covenant was added, in which the Company may achieve a certain minimum EBITDA, as defined in the First Amendment, target for the trailing twelve-month period, ending June 30, 2018. The end of term charge was increased from $787,500 to $1,068,750. The minimum EBITDA for each of the trailing six months and the fixed charge coverage ratio were reduced from 1:1 0.9:1 On April 13, 2020, the Company and Hercules entered into Amendment No. 2 to the Senior Debt (the “Second Amendment”). The Second Amendment waived all financial covenant defaults for all periods since inception through the period ending March 31, 2020. The Second Amendment also included the following changes: ● Extended the maturity date from October 1, 2020, to April 2021, which can be further extendable to December 1, 2021, upon achieving the Financing Milestone, as defined in the agreement. ● Increased the cash interest rate from the greater of (a) 10.75% or (b) 10.75% plus the US WSJ Prime minus 4.50% to the greater of (a) 11.50% or (b) 11.50% plus the US WSJ Prime minus 4.25% . ● Removed the PIK interest rate. ● Removed the prepayment penalty. The end of term charge of $1,068,750 was partially extended with $534,375 paid on October 1, 2020, and $534,375 paid on February 1, 2021. Effective September 30, 2020, the Company and Hercules entered into the Third Amendment to the Senior Debt Loan and Security Agreement (the “Third Amendment”) to provide for interest only payments commencing on October 1, 2020, and continuing through December 22, 2020, unless the Company raised net cash proceeds of at least $25 million through an equity or debt financing or other transaction on or before December 21, 2020. The Third Amendment also amended the minimum cash, minimum net revenue, and minimum EBITDA financial covenants. On that same date, Juggernaut Capital Partners III, L.P, an affiliate of the JCP Investor., Hercules and Wells Fargo Bank, N.A. entered into an escrow agreement (the “Escrow Agreement”) to escrow funds amounting to approximately $1.5 million, an amount equal to the aggregate of certain principal payments due under the Loan Agreement, as amended. In connection with the consummation of the Mergers, the funds held in escrow were disbursed back to Juggernaut Capital Partners III, L.P. and the Escrow Agreement was terminated. The Company satisfied the maturity date extension requirement pursuant to funds retained upon the closing of the Mergers in December 2020. As a result, the Senior Debt now has a maturity date of December 1, 2021. As of September 30, 2021, the Company was in compliance with its covenants. On November 3, 2021, the Company repaid $1,179,651 towards the senior debt. This payment satisfied the remaining balance of the senior debt as of that date. Interest expense on the Senior Debt was as follows for the periods indicated: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest expense for term loan $ 67,936 $ 287,855 $ 344,373 $ 1,015,898 Amortization of debt issuance costs — 12,500 12,500 25,000 PIK interest — — — 44,449 $ 67,936 $ 300,355 $ 356,873 $ 1,085,347 Included in accrued expenses in the accompanying condensed consolidated balance sheets as of September 30, 2021, and December 31, 2020, is $16,681 and $65,885, respectively, of accrued and unpaid interest. Subordinated Related Party Term Loans Subordinated Related Party Term Loans Entered into During 2020 During 2020, the Company entered into Subordinated Promissory Notes with the JCP Investor in the principal amount of $15.5 million. The maturity date of the Subordinated Promissory Notes was April 2, 2021, and they had PIK interest that increased the outstanding principal on a daily basis at an annual rate of 20%. In connection with the entry into the Merger Agreement on May 17, 2020, the JCP Investor, Neurotrope and Metuchen entered into a Note Conversion and Loan Repayment Agreement pursuant to which, the JCP Investor agreed to convert all of the above outstanding subordinated promissory notes and accrued PIK interest held by Juggernaut Capital Partners LLP and the JCP Investor, into Petros common stock in connection with the consummation of the Mergers on December 1, 2020, and the Subordinated Promissory Notes were terminated. Accordingly, the principal balance of the Subordinated Promissory Notes and accrued PIK interest was $0 as of both September 30, 2021, and December 31, 2020. Interest expense on this debt was $669,730, and $1,148,447, comprised entirely of PIK interest, for the three and nine months ended September 30, 2020, respectively. |
Members' Capital
Members' Capital | 9 Months Ended |
Sep. 30, 2021 | |
Members' Capital | |
Members' Capital | 9) Members’ Capital (a) Capitalization Prior to September 16, 2019, the Company authorized 100 units of Class A Common Units (the “Class A Units”) to be issued and outstanding. In addition, there were Restricted Member Units (“RMU’s”) that were designated as a class of incentive units (also known as “Class B Units”). On September 16, 2019, the Company amended and restated its operating agreement creating the rights and preferences relating to the Preferred Units and Common Units mentioned in the Private Placement Offering below. The issued and outstanding Preferred Units and Common Units were exchanged for Common Stock of the Company in connection with the Mergers. (b) Preferred Units A holder of a Preferred Unit was entitled to vote on any matter requiring the approval of such units. In addition, the Preferred Unit holders were entitled to distributions, after adjustment for specific items, for each fiscal year. The following actions required the prior consent of the holders of a majority of the outstanding Preferred Units: (a) amend, alter, or repeal any provision of the amended and restated operating agreement (if such amendment would adversely affect any of the rights or preferences of the Preferred Units); (b) authorize or create membership interests that have a preference over the Preferred Units as to dividends or liquidation; (c) declare or pay any dividends or distributions; (d) dissolve or liquidate (in whole or in part), consolidate, merge, convey, lease, sell, or transfer all or substantially all of the assets of the Company; or purchase or otherwise acquire (directly or indirectly) all or substantially all of the assets or equity interest issued by another company; or file a petition for bankruptcy or receivership of the Company; (e) repurchase or redeem any Membership Interests; or (f) enter into any agreement, commitment or arrangement to do any of the foregoing. (c) Common Units (formerly known as Class A Units) A holder of a Common Unit was entitled to vote on any matter requiring the approval of such units. In addition, the Common Unit holders were entitled to distributions, after adjustment for specific items, for each fiscal year. Effective with the amended and restated operating agreement on August 26, 2019, each Class A Unit was exchanged for 10,000 Common Units. There was no change to the ownership percentages as a result of the exchange and the rights and privileges of Common Unit holders is consistent with that of the holders of Class A Units. (d) Class B Units As of September 16, 2019, none of the Class B Units had been issued. Effective with the amended and restated operating agreement on September 16, 2019, the Class B Units were no longer an authorized membership interest of the Company (e) Liquidation Upon liquidation of the Company or upon any Company sale, the Company was required to pay, hold, or distribute, or cause to be paid, held or distributed, the proceeds thereof as follows: (a) first, to the holders of Preferred Units, pro rata in proportion to the number of Preferred Units held by such holders, until the holders of such Preferred Units receive in respect of each Preferred Unit held by them, the preferred liquidation preference amount; (b) second, to the holders of Common Units, pro rata in proportion to the number of Common Units held by such holders, the remaining proceeds available for distribution. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | 10) Stockholders’ Equity Upon consummation of the Mergers, each outstanding Common Unit or Preferred Unit of Metuchen was exchanged for a number of shares of Petros common stock, par value $0.0001 per share (the “Petros Common Stock”), equal to 0.4968, which resulted in an aggregate of 4,949,610 shares of Petros Common Stock issued to the holders of Metuchen units in the Mergers. In addition, each holder of Neurotrope common stock, par value $0.0001 per share (the “Neurotrope Common Stock”) received one (1) share of Petros Common Stock for every five (5) shares of Neurotrope Common Stock held, and each holder of Neurotrope preferred stock, par value $0.001 per share (the “Neurotrope Preferred Stock”) received one (1) share of Petros preferred stock (the “Petros Preferred Stock”) for every one (1) share of Neurotrope Preferred Stock held. In addition, each holder of outstanding options to purchase Neurotrope Common Stock or outstanding warrants to purchase Neurotrope Common Stock that were not previously exercised prior to the consummation of the Mergers was converted into equivalent options and warrants to purchase one (1) share of Petros Common Stock for every five (5) shares of Neurotrope Common Stock outstanding pursuant to such options or warrants. As a result of the Mergers, the former Neurotrope shareholders collectively owned approximately 4,758,045 shares of Petros Common Stock and 500 shares of Petros Preferred Stock and the former Metuchen unit holders collectively owned 4,949,610 shares of Petros Common Stock. Accordingly, the former Metuchen unit holders collectively owned approximately 51% of Petros and the former Neurotrope shareholders collectively owned approximately 49% of Petros. On January 26, 2021, 500 shares of the Company’s Preferred Stock were converted into 60,606 shares of the Company’s common stock. Effective January 1, 2021, the Company entered into a Marketing and Consulting Agreement (the “CorIRAgreement”) with CorProminence, LLC (the “Consultant”) for certain shareholder information and relation services. The term of the CorIRAgreement is for one year with automatic consecutive one-year renewal terms. As consideration for the shareholder information and relation services, the Company will pay the Consultant a monthly retainer of $7,500 and issued 30,000 restricted shares of the Company’s common stock to the Consultant on March 24, 2021 (the “CorIR Grant Date”). The restricted shares vested immediately on the CorIR Grant Date. Effective April 1, 2021, the Company entered into a Consulting and Advisory Agreement (the “King Agreement”) with Tania King, an employee of Juggernaut Capital Partners LLP, for certain services. The term of the King Agreement is indefinite but may be terminated by either party, with or without cause. As consideration for the consulting and advisory services, the Company will pay Ms. King a monthly fee of $4,000, an additional $12,000 payment included with the first monthly fee for services provided since January 1, 2021, and issue restricted stock units for shares of the Company’s common stock (“RSU’s”) with a cash value of $72,000 as of the date of the grant (the “King Grant Date”). The RSU’s shall vest and settle in full on the one-year anniversary of the King Grant Date. Effective June 4, 2021, the Company entered into a Service Agreement (the “IRTH Agreement”) with IRTH Communications, LLC (“ITRH”) for certain investor relations services. The term of the IRTH is for one year with an optional one-year renewal term. As consideration for the services, the Company will pay IRTH a fixed fee of $6,750 per month for the term of the IRTH Agreement and issued 28,338 restricted shares of the Company’s common stock with a value of $90,002 as of the date of the grant (the “IRTH Grand Date”). The restricted shares vest immediately on the IRTH Grant Date. Backstop Agreement In connection with the entry into the Merger Agreement, Neurotrope and an affiliated entity of the JCP Investor entered into a Backstop Agreement pursuant to which Juggernaut agreed to contribute to Metuchen at the closing of the Mergers an amount equal to the Working Capital Shortfall Amount (as defined in the Merger Agreement), if any, as determined in accordance with the Merger Agreement, up to an aggregate amount not to exceed $6,000,000 (the “Commitment Cap”). Following the closing of the Mergers and until the one-year anniversary of the closing of the Mergers (the “Anniversary Date”), Juggernaut agreed to contribute, or cause an affiliate to contribute, to Petros an amount equal to the Commitment Cap less the Working Capital Shortfall Amount (the “Post-Closing Commitment”) on the Anniversary Date; provided, however, that, (a) in the event that, at any time between the closing of the Mergers and the Anniversary Date, the closing price per share of Petros’s Common Stock on The Nasdaq Capital Market or any other securities exchanges on which the Petros Common Stock is then traded equals or exceeds $2.175 for a period of ten consecutive trading days, then the Post-Closing Commitment shall be reduced by fifty percent (50%) and (b) in the event that, at any time between the closing of the Mergers and the Anniversary Date, the closing price per share of Petros’s Common Stock on The Nasdaq Capital Market or any other securities exchanges on which the Petros Common Stock is then traded equals or exceeds $2.5375 for a period of ten (10) consecutive trading days, then the Post-Closing Commitment shall be $0. Pursuant to the Backstop Agreement and upon closing of the Mergers, Juggernaut paid the Company $2.6 million for the Working Capital Shortfall Amount, which was recorded in equity in relation to the net proceeds received from the reverse capitalization. Contingent Consideration Pursuant to the Merger Agreement, each security holder of Metuchen received a right to receive such security holder’s pro rata stock of an aggregate of 14,232,090 stocks of Petros Common Stock potentially issuable upon the achievement of certain milestones set forth in the Merger Agreement. The milestones are for the achievement of stock price and market capitalization, as defined over a two-year period. Milestone Earnout Payments In connection with the Mergers, each security holder of Metuchen received an equity classified earnout consideration to be paid in the form of Petros Common Stock if the Closing Price (as defined in the Merger Agreement) per share of stock of Petros’ Common Stock equals or exceeds certain milestones set forth in the Merger Agreement, as discussed below. Each milestone earnout payment is only achievable and payable one time and upon attainment of such milestone earnout payment. In no event will the sum of the milestone earnout payments be greater than 4,000,000 shares of Petros Common Stock. As of September 30, 2021, the milestones have not been achieved. If at any time following the Closing (as defined in the Merger Agreement) and prior to the one-year anniversary of the Closing, the Closing Price per share of Petros Common Stock is, for a period of twenty (20) trading days during any thirty (30) consecutive trading day period, greater than or equal to: ● $ 8.00 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 10.00 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 13.00 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 15.00 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. If at any time within the twelve (12) month period following the one-year anniversary of the Closing, the Closing Price per share of Petros Common Stock is, for a period of twenty (20) trading days during any thirty (30) consecutive trading day period, greater than or equal to: ● $ 10.00 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 12.50 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 16.25 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. ● $ 18.75 - then the earnout payment will be equal to 1,000,000 shares of Petros Common Stock. Market Capitalization/Gross Proceeds Earnout Payments In connection with the Mergers, each security holder of Metuchen received the right to receive earnout consideration, which is liability classified, to be paid in the form of Petros Common Stock if either Petros’ Market Capitalization (as defined in the Merger Agreement) or Petros receives aggregate gross proceeds that equals or exceeds certain milestones set forth in the Merger Agreement, as discussed below. Each milestone earnout payment is only achievable and payable one time and upon attainment of such milestone. In no event will the sum of the milestone earnout payments be greater than 10,232,090 shares of Petros Common Stock. As of September 30, 2021, the milestones have not been achieved. The fair value of the derivative liability was $0.3 million and $9.9 million as of September 30, 2021, and December 31, 2020, respectively. Metuchen equity holders will have the opportunity to receive the following during the period ending on the second anniversary of the Closing: a. The Earnout Payment shall be equal to 2,000,000 shares of Petros Common Stock if: i. Petros’ Market Capitalization (as defined in the Merger Agreement) is greater than or equal to $250,000,000 for a period of twenty (20) trading days during any thirty (30) consecutive trading day period with a Closing Price of no less than $17.50 on each such trading day; or ii. Petros receives aggregate gross proceeds of at least $25,000,000 in an offering (or series of offerings within a sixty (60) calendar day period) of Petros Common Stock with a price per share of Petros Common Stock sold equal to no less than $17.50 in each offering (or series of offerings) and where Petros has a Market Capitalization immediately prior to each such offering (or series of offerings) equal to at least $250,000,000 . b. The Earnout Payment shall be equal to 2,000,000 shares of Petros Common Stock if: i. Petros’ Market Capitalization is greater than or equal to $300,000,000 for a period of twenty (20) trading days during any thirty (30) consecutive trading day period with a Closing Price of no less than $18.75 on each such trading day; or ii. Petros receives aggregate gross proceeds of at least $30,000,000 in an offering (or series of offerings within a sixty (60) calendar day period) of Petros Common Stock with a price per share of Petros Common Stock sold equal to no less than $18.75 in each offering (or series of offerings) and where Petros has a Market Capitalization immediately prior to each such offering (or series of offerings) equal to at least $300,000,000 . c. The Earnout Payment shall be equal to 3,000,000 shares of Petros Common Stock if: i. Petros’ Market Capitalization is greater than or equal to $400,000,000 for a period of twenty (20) trading days during any thirty (30) consecutive trading day period with a Closing Price of no less than $22.50 on each such trading day; or ii. Petros receives aggregate gross proceeds of at least $40,000,000 in an offering (or series of offerings within a sixty (60) calendar day period) of Petros Common Stock with a price per share of Petros Common Stock sold equal to no less than $22.50 in each offering (or series of offerings) and where Petros has a Market Capitalization immediately prior to each such offering (or series of offerings) equal to at least $400,000,000 . d. The Earnout Payment shall be equal to 3,232,090 shares of Petros Common Stock if: i. Petros’ Market Capitalization is greater than or equal to $500,000,000 for a period of twenty (20) trading days during any thirty (30) consecutive trading day period with a Closing Price of no less than $23.75 on each such trading day; or ii. Petros receives aggregate gross proceeds of at least $50,000,000 in an offering (or series of offerings within a sixty (60) calendar day period) of Petros Common Stock with a price per share of Petros Common Stock sold equal to no less than $23.75 in each offering (or series of offerings) and where Petros has a Market Capitalization immediately prior to each such offering (or series of offerings) equal to at least $500,000,000 . |
Stock Options and Restricted St
Stock Options and Restricted Stock Units ("RSU's") | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options | |
Stock Options | 11) Stock Options and Restricted Stock Units (“RSU’s”) The Company established the 2020 Omnibus Incentive Compensation plan (the “2020 Plan”) which provides for the grants of awards to our directors, officers, employees, and consultants. The 2020 Plan authorizes the grant of incentive stock options, nonqualified stock options, stock appreciation rights, stock awards, restricted stock units and other stock-based awards and cash-based awards. As of September 30, 2021, there were 1,213,301 shares authorized, and 0 shares available for issuance, under the 2020 Plan. Upon the consummation of the Mergers as disclosed in Note 1, Neurotrope options issued and outstanding as of December 1, 2020, were converted into equivalent options to purchase stocks of Petros common stock and restricted stock units were adjusted to give effect to the Exchange Ratio set forth in the Merger Agreement. The following is a summary of stock options for the nine months ended September 30, 2021: Weighted-Average Weighted- Remaining Aggregate Intrinsic Number of Average Contractual Value Shares Exercise Price Term (Years) ($ in thousands) Options outstanding and exercisable on December 31, 2020 574,331 $ 51.43 0.9 $ — Options granted 638,970 3.37 9.18 — Less: options and RSU’s forfeited — — — — Less: options and RSU’s expired/cancelled — — — — Less: options and RSU’s exercised — — — — Options and RSU’s outstanding at September 30, 2021 1,213,301 26.57 5.08 — Options and RSU’s exercisable at September 30, 2021 852,166 35.77 3.32 — Upon the consummation of the Mergers as disclosed in Note 1, the vesting of former Neurotrope stock options in accordance with their terms was accelerated due to a change in control pursuant to the terms of the Neurotrope, Inc. 2013 Equity Incentive Plan and the Neurotrope, Inc. 2017 Equity Incentive Plan. Pursuant to the change in control, Neurotrope extended the period to exercise the stock options to be one-year from the closing of the Mergers. Accordingly, the Company did not record any stock-based compensation expense in connection with these stock options during the period from December 1, 2020, through December 31, 2020. On February 19, 2021, Fady Boctor, the President and Chief Commercial Officer of the Company, was granted an option to purchase 215,669 shares of the Company’s common stock at an exercise price of $3.74 per share. The option vested 50% as of February 19, 2021, the date of grant, and the remainder shall vest in equal installments on the first and second anniversary thereof. On April 8, 2021, in connection with the Directors’ appointment to the Board upon the Company becoming an independent publicly traded company on December 1, 2020, the Company awarded each of the five Directors an initial grant of options (the “Initial Grant”) to purchase 50,000 shares of common stock of the Company at an exercise price of $3.18 per share. The shares of common stock underlying the options vested 25% on the date of grant, 25% shall vest upon the six-month anniversary of the date of grant and the remainder shall vest in equal installments over the following four On May 11, 2021, the Company granted to certain officers of the Company options to purchase 150,000 shares of common stock of the Company at an exercise price or $3.21 per share. The shares of common stock underlying the options vested 30% on the date of grant, 30% shall vest upon the one year anniversary of the date of the grant, and the remainder shall vest upon the two year anniversary of the date of the grant. As of September 30, 2021, the plan is short of shares to cover all the May 11, 2021, option grants by 134,955 shares, and the grantees have agreed to not exercise such options until the Company notifies them there are shares available to cover such option exercises. |
Common Stock Warrants
Common Stock Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Warrants | |
Common Stock Warrants | 12) Common Stock Warrants Upon the consummation of the Merger as disclosed in Note 1, Neurotrope warrants issued and outstanding as of December 1, 2020, were converted into equivalent warrants to purchase common stock of Petros and were adjusted to give effect to the Exchange Ratio set forth in the Merger Agreement. The following is a summary of warrants for the three months ended September 30, 2021: Number of Shares Warrants outstanding at December 31, 2020 4,407,962 Warrants issued — Warrants exercised — Warrants outstanding at September 30, 2021 4,407,962 As of September 30, 2021, the Company’s warrants by expiration date were as follows: Number of Warrants Exercise Price Expiration Date 76,569 $ 32.00 November 17, 2021 131,344 64.00 November 17, 2021 2,780 1.60 August 23, 2023 18,000 35.65 June 1, 2024 4,800 35.60 June 5, 2024 74,864 21.85 June 17, 2024 20,043 31.25 June 19, 2024 22,800 26.55 September 1, 2024 10,500 12.74 September 16, 2024 22,800 4.30 December 1, 2024 28,000 5.65 March 2, 2025 28,000 7.30 June 1, 2025 28,000 5.50 September 1, 2025 28,000 4.71 December 1, 2025 2,221,829 7.50 December 1, 2025 908,498 17.50 December 1, 2025 623,303 51.25 December 1, 2025 157,832 125.00 December 1, 2025 4,407,962 |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2021 | |
Basic and Diluted Net Loss per Common Share | |
Basic and Diluted Net Loss per Common Share | 13) Basic and Diluted Net Loss per Common Share Upon the consummation of the Mergers on December 1, 2020, the basic weighted average number of common shares outstanding for the three and nine months ended September 30, 2020, has been calculated using the number of common units outstanding of Metuchen from January 1, 2020, through September 30, 2020, multiplied by the exchange ratio used in the transaction. The following is a reconciliation of the weighted average number of common shares outstanding used in calculating basic and diluted net loss per share: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss $ (1,696,898) $ (3,300,363) $ (800,734) $ (15,147,953) Denominator Weighted-average common shares for basic net loss per share 9,826,599 3,434,551 9,794,267 3,434,551 Basic and diluted net loss per common share $ (0.17) $ (0.96) $ (0.08) $ (4.41) The following table summarizes the potentially dilutive securities convertible into common shares that were excluded from the calculation of diluted net loss per share because their inclusion would have been antidilutive: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock Options 1,213,301 — 1,213,301 — Warrants 4,405,182 21,139 4,405,182 21,139 Total 5,621,263 21,139 5,621,263 21,139 |
Marketing, Licensing and Distri
Marketing, Licensing and Distribution Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Marketing, Licensing and Distribution Agreements | |
Marketing, Licensing and Distribution Agreements | 14) Marketing, Licensing and Distribution Agreements (a) Vivus On September 30, 2016, the Company entered into a License and Commercialization Agreement (the “License Agreement”) with Vivus, Inc (“Vivus”) to purchase and receive the license for the commercialization and exploitation of Stendra® for a one-time fee of $70 million, and for an additional $0.8 million, the Company also acquired the current Stendra® product and sample inventories as of September 30, 2016, that were owned by Vivus. The License Agreement gives the Company the right to sell Stendra® in the U.S and its territories, Canada, South America, and India. In December 2000, Vivus originally was granted the license from Mitsubishi Tanabe Pharma Corporation (“MTPC”) to develop, market, and manufacture Stendra®. Stendra® was approved by the Food and Drug Administration (“FDA”) in April 2012 to treat male erectile dysfunction. The Company will pay MTPC a royalty of 5% on the first $500 million of net sales and 6% of net sales thereafter. In consideration for the trademark assignment and the use of the trademarks associated with the product and the Vivus technology, the Company shall (a) during the first, second, and third years following the expiration of the Royalty Period in a particular country in the Company’s territory, pay to Vivus a royalty equal to 2% of the net sales of products in such territory; and (b) following the fourth and fifth years following the end of the Royalty Period in such territory, pay to Vivus a royalty equal to 1% of the net sales of products in such territory. Thereafter, no further royalties shall be owed with respect to net sales of Stendra® in such territory. In addition, the Company will be responsible for a pro-rata portion of a $6 million milestone payment to be paid once $250 million in sales has been reached on the separate revenue stream of Stendra®. Should the $250 million of sales threshold be reached, the Company will be responsible for $3.2 million of the milestone payment. In connection with the License Agreement, the Company and Vivus also entered into a Supply Agreement on the effective date of the License Agreement, which has since been terminated, effective as of September 30, 2021. The Supply Agreement stated that Vivus would initially manufacture, test, and supply the product to the Company or its designee, directly or through one or more third parties. In connection with the Supply Agreement , we and Vivus have been in negotiations to determine the amounts ultimately owed to Vivus, but we may be responsible for payments of approximately $20.7 million. The Company provided Vivus with notice of termination of the Supply Agreement on September 30, 2019, which became effective on September 30, 2021. The Company is currently negotiating with multiple contract manufacturers to manufacture and supply Stendra® and serve as potential replacements for Vivus. The Company intends to enter into a new supply agreement with one or more of these candidates in the near future and hopes to have an agreement in place by the end of the year. However, these negotiations are ongoing and there is no assurance that we will be able to enter into any new supply agreement with such potential vendors or that we will be able to do so at terms favorable to us in a timely manner. As of November 15, 2021, we believe that we have sufficient supplies of Stendra® to meet demand for the next 10 months. Stendra Stendra As of both September 30, 2021, and December 31, 2020, the Company had $14.2 million of accrued inventory purchases related to the Company’s minimum purchase obligations with Vivus for raw material or API inventory. As API inventory is not a finished good, the Company does not have title to the product and classifies API Inventory in either other current assets or other assets, depending on whether the Company expects to take title to the product within one year from the date of the financial statements. As of both September 30, 2021, and December 31, 2020, there was $1.3 million included in other current assets (see Note 5 Prepaid and Other Current Assets). As of both September 30, 2021, and December 31, 2020, $11.1 million is included in other assets on the accompanying condensed consolidated balance sheets. The Company reviews its inventory levels and purchase commitments for excess amounts that it is required to purchase but projects it will not be able to sell prior to product expiry. During the three and nine months ended September 30, 2021, and 2020, the Company has not recorded any additional reserve to reduce the cost of API inventory. During the nine months ended September 30, 2021 and 2020, the Company incurred royalties to MTPC for Stendra® of $302,346 and $206,435, respectively. During the three months ended September 30, 2021 and 2020, the Company incurred royalties to MTPC for Stendra® of $68,865 and $129,508, respectively. Royalties incurred were included in cost of goods sold in the condensed consolidated statements of operations. As of September 30, 2021, and December 31, 2020, the Company had a payable for royalties of $68,865 and $8,728, respectively, which is included in accrued expenses in the accompanying condensed consolidated balance sheets. The license agreement between MTPC and Vivus (“MTPC License”) contains certain termination rights that would allow MTPC to terminate the agreement if Vivus were to breach any of the terms of the MTPC License or become insolvent or bankrupt. In the event that MTPC terminates the MTPC License with Vivus because of any contractual breach the Company has step-in rights with MTPC, which would allow the Company to continue to sell Stendra (b) Hybrid In March 2020, the Company acquired the exclusive license to H100™ from Hybrid (the “Hybrid License”). H100™ is a topical candidate with at least one active ingredient and potentially a combination of ingredients responsible for the improvement of penile curvature during the acute phase of Peyronie’s disease. We paid an initial license fee of $100,000, with an additional $900,000 payment due upon obtainment of orphan indication for H100™ and termination of Hybrid’s existing agreement with a compounding pharmacy, and additional annual payments of $125,000, $150,000, and $200,000 due on each of the first, second and third anniversaries of the Hybrid License and $250,000 annual payments due thereafter. The Company is also required to make a $1,000,000 payment upon first commercial sale and a sliding scale of percentage payments on net sales in the low single digits. Annual anniversary payments will not be required after commercialization. The Company is also obligated to make royalty payments between 3-6% of any net sales. In addition, the Company may terminate at any time after first anniversary, without cause, upon ninety The initial license fee of $100,000 and an extension payment of $100,000 has been recorded in research and development during the year ended December 31, 2020. The Company has treated the acquisition as an asset acquisition and has concluded that the asset acquired, and the upfront payment should be expensed as it was considered an IPR&D asset with no alternative future uses. On September 24, 2020, the Company and Hybrid entered into a letter agreement, pursuant to which the term of the license agreement was extended for an additional six months to March 24, 2021. In consideration for the extension, the Company paid Hybrid $50,000 in October 2020 and an additional $100,000 in December 2020. On March 31, 2021, the Company and Hybrid, entered into a second letter agreement, pursuant to which the parties agreed to extend the Second Period (as defined in the Hybrid License) for an additional six seven |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 15) Commitments and Contingencies (a) Employment Agreements The Company has employment agreements with certain executive officers and key employees that provide for, among other things, salary, and performance bonuses. In connection with entry into the First Merger Agreement Amendment, Neurotrope, Neurotrope Bioscience, Inc. (a wholly owned subsidiary of Neurotrope) and Metuchen entered into an Employee Lease Agreement pursuant to which Neurotrope and Neurotrope Bioscience, Inc. agreed to lease the services of Dr. Charles Ryan to Metuchen prior to the Closing. Dr. Ryan was required to devote no more than 75% of his working time performing services to Metuchen under the Employee Lease Agreement and Metuchen paid 75% of the costs associated with Dr. Ryan’s employment from the period beginning on June 1, 2020, through the Closing, including but not limited to, the costs for all compensation and benefits paid to, for or on behalf of Dr. Ryan (the “Fees”). Upon consummation of the Mergers, Metuchen paid approximately $0.2 million for the Fees pursuant to the Employee Lease Agreement, which reduced the amount of cash that Petros retained following the Closing. In connection with the consummation of the Mergers, on December 24, 2020, the Company and Mr. Keith Lavan entered into a Separation Agreement (the “Separation Agreement”), pursuant to which Mr. Lavan resigned as Senior Vice President and Chief Financial Officer of the Company and agreed to serve as an advisor to the Company through December 31, 2020 (the “Separation Date”). Pursuant to the Separation Agreement, in addition to other benefits, Mr. Lavan received a stay-on bonus of $50,000 for continuing to remain employed by the Company through the Separation Date. For his services as an advisor, the Company agreed to pay Mr. Lavan an amount equal to 50% of his base salary as of immediately prior to the Separation Date. The Company paid 70% of such amount on January 15, 2021, and 30% of such amount in equal installments from the Separation Date through June 30, 2021. In addition, Mr. Lavan executed a general release of liabilities in favor of the Company. (b) Legal Proceedings On July 14, 2020, Greg Ford, the Chief Executive Officer of the Company, was terminated. On July 14, 2020, Mr. Ford, through his attorney, claimed that he was entitled to severance pay pursuant to an employment agreement following the termination of his employment on that same date. This claim is currently at an early stage where the Company is unable to determine the likelihood of any unfavorable outcome. The Company is not currently involved in any other significant claims or legal actions that, in the opinion of management, will have a material adverse impact on the Company’s operations, financial position or cash flows. (c) Operating Leases The Company has commitments under operating leases for office and warehouse space used in its operations. The Company’s leases have remaining lease terms ranging from 2.9, years to 5.3 years. The components of lease expense were consisted entirely of fixed lease costs related to operating leases. These costs were $44,812 for the three months ended September 30, 2021, and 2020, and $134,435, and $179,246, for the nine months ended September 30, 2021, and 2020, respectively. Supplemental balance sheet information related to leases was as follows: As of September 30, 2021 As of December 31, 2020 Operating lease ROU asset: Other assets $ 502,697 $ 579,535 Operating lease liability: Other current liabilities $ 121,589 $ 108,971 Other long-term liabilities 437,749 530,597 Total operating lease liability $ 559,338 $ 639,568 Supplemental lease term and discount rate information related to leases was as follows: As of September 30, 2021 As of December 31, 2020 Weighted-average remaining lease terms - operating leases 3.9 years 4.7 years Weighted-average discount rate - operating leases 12.6 % 12.6 % Supplemental cash flow information related to leases was as follows: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 45,942 $ 45,660 $ 137,826 $ 136,979 Future minimum lease payments under non-cancelable leases as of September 30, 2021, were as follows: Lease Liability Maturity Analysis Operating Leases 2021 (remaining 3 months) 46,413 2022 187,739 2023 189,374 2024 155,242 2025 81,107 Thereafter 82,326 Total lease payments 742,201 Less: Imputed Interest (182,863) Total $ 559,338 As of September 30, 2021, the Company had no operating leases that had not yet commenced. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Information | |
Segment Information | 16) Segment Information The Company manages its operations through two segments. The Company’s two segments, Prescription Medications and Medical Devices, focus on the treatment of male erectile dysfunction. The Prescription Medications segment consists primarily of operations related to Stendra®, which is sold generally in the United States, and H100™ for the treatment of Peyronie’s disease. The Medical Devices segment consists primarily of operations related to vacuum erection devices, which are sold domestically and internationally. The Company separately presents the costs associated with certain corporate functions as Corporate, primarily consisting of unallocated operating expenses including costs that were not specific to a particular segment but are general to the group, expenses incurred for administrative and accounting staff, general liability and other insurance, professional fees, and other similar corporate expenses. Interest and other income (expense), net is also not allocated to the operating segments. The Company’s results of operations by reportable segment for the three months ended September 30, 2021 are summarized as follows: Prescription Medical For the three months ended September 30, 2021 Medications Devices Corporate Consolidated Net sales $ 1,377,291 $ 767,878 $ — $ 2,145,169 Cost of goods sold 45,254 273,904 — 319,158 Selling, general and administrative expenses 1,318,610 722,998 1,371,615 3,413,223 Research and development expenses 280,576 — — 280,576 Depreciation and amortization expense 1,398,270 330,559 — 1,728,829 Change in fair value of derivative liability — — (1,970,000) (1,970,000) Interest expense — — 67,936 67,936 Income tax expense — (2,345) — (2,345) Net income (loss) $ (1,665,419) $ (561,928) $ 530,449 $ (1,696,898) The Company’s results of operations by reportable segment for the three months ended September 30, 2020 are summarized as follows: Prescription Medical For the three months ended September 30, 2020 Medications Devices Corporate Consolidated Net sales $ 2,590,151 $ 874,544 $ — $ 3,464,695 Cost of goods sold 749,575 232,328 — 981,903 Selling, general and administrative expenses 1,837,864 566,666 716,493 3,121,023 Research and development expense 36,828 — — 36,828 Depreciation and amortization expense 1,353,591 307,771 — 1,661,362 Interest expense — — 970,085 970,085 Income tax benefit — 6,143 — 6,143 Net loss $ (1,387,707) $ (226,078) $ (1,686,578) $ (3,300,363) The Company’s results of operations by reportable segment for the nine months ended September 30, 2021 are summarized as follows: Prescription Medical For the nine months ended September 30, 2021 Medications Devices Corporate Consolidated Net sales $ 6,227,753 $ 2,450,671 $ — $ 8,678,424 Cost of goods sold 607,582 748,256 — 1,355,838 Selling, general and administrative expenses 4,985,603 2,014,424 4,411,086 11,411,113 Research and development expenses 799,803 — — 799,803 Depreciation and amortization expense 4,194,809 991,677 — 5,186,486 Change in fair value of derivative liability — — (9,640,000) (9,640,000) Interest expense — — 356,873 356,873 Income tax expense — (9,045) — (9,045) Net income (loss) $ (4,360,044) $ (1,312,731) $ 4,872,041 $ (800,734) The Company’s results of operations by reportable segment for the nine months ended September 30, 2020 are summarized as follows: Prescription Medical For the nine months ended September 30, 2020 Medications Devices Corporate Consolidated Net sales $ 4,128,694 $ 2,501,486 $ — $ 6,630,180 Cost of goods sold 1,527,169 778,000 — 2,305,169 Selling, general and administrative expenses 6,658,231 1,780,530 3,558,424 11,997,185 Research and development expense 307,796 — — 307,796 Depreciation and amortization expense 4,060,772 923,312 — 4,984,084 Interest expense — — 2,233,794 2,233,794 Income tax benefit — 49,895 — 49,895 Net loss $ (8,425,274) $ (930,461) $ (5,792,218) $ (15,147,953) The following table reflects net sales by geographic region for the three and nine months ended September 30, 2021 and 2020: For the Three Months Ended For the Nine Months Ended September 30, September 30, Net sales 2021 2020 2021 2020 United States $ 1,861,222 $ 3,125,572 $ 7,754,534 $ 5,780,165 International 283,947 339,123 923,890 850,015 $ 2,145,169 $ 3,464,695 $ 8,678,424 $ 6,630,180 No individual country other than the United States accounted for 10% of total sales for the three or nine months ended September 30, 2021 and 2020. The Company’s assets by reportable segment and reconciliation of segment assets to consolidated assets as of September 30, 2021, are summarized as follows: Prescription Medications Medical Devices Consolidated Intangible assets, net $ 20,438,542 $ 6,543,556 $ 26,982,098 Total segment assets $ 43,790,552 $ 8,244,776 $ 52,035,328 The Company’s assets by reportable segment and reconciliation of segment assets to consolidated assets as of December 31, 2020, are summarized as follows: Prescription Medications Medical Devices Consolidated Intangible assets, net $ 24,625,686 $ 7,535,233 $ 32,160,919 Total segment assets $ 60,725,191 $ 9,128,823 $ 69,854,014 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events. | |
Subsequent Event | 17) Subsequent Events On October 13, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited and institutional investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Company sold in a registered direct offering (the “Registered Direct Offering”) 3,323,616 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to the Purchasers at an offering price of $1.715 per share and associated Investor Warrant (as defined herein). Pursuant to the Purchase Agreement, in a concurrent private placement (together with the Registered Direct Offering, the “Offerings”), the Company also agreed to sell to the Purchasers unregistered warrants (the “Investor Warrants”) to purchase up to an aggregate of 3,323,616 shares of Common Stock, representing 100% of the shares of Common Stock to be purchased in the Registered Direct Offering (the “Warrant Shares”). The Investor Warrants are exercisable at an exercise price of $1.715 per share, are exercisable immediately upon issuance and have a term of exercise equal to five years from the date of issuance. The Company received net proceeds from the sale of the Shares, after deducting fees and other offering expenses payable by the Company, of approximately $5.5 million. The Company intends to use the net proceeds for expansion of its men’s health platform and for working capital and general corporate purposes. The Offerings closed on October 18, 2021. Katalyst Securities LLC (“Katalyst”) served as a financial advisor to the company pursuant to an advisory consulting agreement (the “Katalyst Agreement”) entered into by the Company and Katalyst on October 13, 2021. Pursuant to the Katalyst Agreement, the Company paid Katalyst an advisory fee and legal expenses totaling $0.2 million for its services as a financial advisor in connection with this offering. Additionally, the Company issued to Katalyst’s representatives or designees warrants to purchase up to an aggregate of 130,000 shares of Common Stock (the “Katalyst Warrants”) with the same terms as the Investor Warrants. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | |
Use of Estimates | Use of Estimates The preparation of Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting periods. Such estimates include the adequacy of accounts receivable reserves, return reserves, inventory reserves, and assessment of long-lived assets, including intangible asset impairment and the determination of the fair value of the derivative liability, among others. Actual results could differ from these estimates and changes in these estimates are recorded when known. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to companies in the pharmaceutical industry including, but not limited to, uncertainties related to commercialization of competitor products, regulatory approvals, dependence on key products, dependence on key customers and suppliers, and protection of intellectual property rights. In January 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China ( “COVID-19”) and the risks to the international community. The WHO declared COVID-19 a global pandemic on March 11, 2020, and since that time many of the previously imposed restrictions and other measures which were instituted in response have been subsequently reduced or lifted. However, the COVID-19 pandemic remains highly unpredictable and dynamic, and its duration and extent continue to be dependent on various developments, such as the emergence of variants to the virus that may cause additional strains of COVID-19, the administration and ultimate effectiveness of vaccines, and the eventual timeline to achieve a sufficient level of herd immunity among the general population. Accordingly, the COVID-19 pandemic may continue to have negative effects on the health of the U.S. economy for the foreseeable future. The Company cannot reasonably estimate the length or severity of the impact that the COVID-19 pandemic will have on its financial results, and the Company may experience a material adverse impact on its sales, results of operations, and cash flows in fiscal 2021 and thereafter. During 2020, government regulations and the voluntary business practices of the Company and prescribing physicians had prevented in-person visits by sales representatives to physicians’ offices. The Company had taken steps to mitigate the negative impact on its businesses of such restrictions. In March 2020, the Company reduced its sales representative head count to reflect the lack of in-person visits. The Company had maintained a core sales team which continued to contact physicians via telephone and videoconference as well as continuing to have webinars provided by the Company’s key opinion leaders to other physicians and pharmacists. In response to the spread of COVID-19, in March 2020, the Company closed its administrative offices and as of September 30, 2021, they remain closed, with the Company’s employees continuing their work outside of the Company’s offices. The Company has selectively resumed in-person interactions by its customer-facing personnel in compliance with local and state restrictions. The Company also continues to engage with customers virtually as the Company seeks to continue to support healthcare professionals and patient care. However, the Company’s ability to engage in personal interactions with physicians and customers remains limited, and it is unknown when the Company’s offices will reopen, and these interactions will be fully resumed. |
Revenue Recognition | Revenue Recognition Prescription Medication Sales The Company’s prescription medication sales consist of sales of Stendra® in the U.S. for the treatment of male erectile dysfunction. Under ASC Topic 606, Revenue Recognition In determining the transaction price, a significant financing component does not exist since the timing from when the Company delivers Stendra® to when the customers pay for the product is typically less than one year. The Company records prescription medication sales net of any variable consideration, including but not limited to discounts, rebates, returns, chargebacks, and distribution fees. The Company uses the expected value method when estimating its variable consideration unless terms are specified within contracts. The identified variable consideration is recorded as a reduction of revenue at the time revenues from sales of Stendra® are recognized. The Company recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. These estimates may differ from actual consideration received. The Company evaluates these estimates each reporting period to reflect known changes. As of September 30, 2021, and December 31, 2020, the reserves for sales deductions were $4.2 million and $8.6 million, respectively. The most significant sales deductions included in this reserve relate to returns, contract rebates, coupon redemptions and distribution service (“DSA”) fees. The Company’s estimates are based on factors such as its direct and indirect customers’ buying patterns and the estimated resulting contractual deduction rates, historical experience, specific known market events and estimated future trends, current contractual and statutory requirements, industry data, estimated customer inventory levels, current contract sales terms with its direct and indirect customers, and other competitive factors. Significant judgment and estimation are required in developing the foregoing and other relevant assumptions. The most significant sales deductions are further described below. Product Returns Consistent with industry practice, the Company maintains a return policy that generally allows its customers to return Stendra® and receive credit for product within six months prior to expiration date and up to one year after expiration date. The provision for returns is based upon the Company’s estimates for future Stendra® returns and historical experience. The provision of returns is part of the variable consideration recorded at the time revenue is recognized. As of September 30, 2021, and December 31, 2020, the reserves for product returns were $3.2 million and $7.1 million, respectively, and are included as a component of accrued expenses. Contract Rebates, Coupon Redemptions and DSA Fees The Company establishes contracts with wholesalers, chain stores, and indirect customers that provide for rebates, sales incentives, DSA fees and other allowances. Some customers receive rebates upon attaining established sales volumes. Direct rebates are generally rebates paid to direct purchasing customers based on a percentage applied to a direct customer’s purchases from us, including fees paid to wholesalers under our DSAs, as described below. Indirect rebates are rebates paid to indirect customers that have purchased our products from a wholesaler under a contract with us. The Company has entered into DSAs with certain of our significant wholesaler customers that obligate the wholesalers, in exchange for fees paid by us, to: (i) manage the variability of their purchases and inventory levels within specified limits based on product demand and (ii) provide us with specific services, including the provision of periodic retail demand information and current inventory levels for our pharmaceutical products held at their warehouse locations. Medical Device Sales The Company’s medical device sales consist of domestic and international sales of men’s health products for the treatment of erectile dysfunction. The men’s health products do not require a prescription and include vacuum erection devices, VenoSeal, and other related accessories. Under Topic 606, the Company recognizes revenue from medical device sales when its performance obligations with its customers have been satisfied. In the contracts with its customers, the Company has identified a single performance obligation to provide medical devices upon receipt of a customer order. The performance obligation is satisfied at a point in time when the Company’s customers obtain control of the medical device, which is typically upon shipment. The Company invoices its customers after the medical devices have been shipped and invoice payments are generally due within 30 days of invoice date for domestic customers and 90 days for international customers. In determining the transaction price, a significant financing component Product Returns Consistent with industry practice, the Company maintains a return policy that generally allows its customers to return medical devices and receive credit for products within 90 days of the sale. The provision for returns is based upon the Company’s estimates for future product returns and historical experience. The Company has not made significant changes to the judgments made in applying Topic 606. As of September 30, 2021, and December 31, 2020, the reserves for product returns for medical devices were not significant. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by an observable market. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Financial instruments recognized at historical amounts in the condensed consolidated balance sheets consist of cash, accounts receivable, other current assets, accounts payable, accrued expenses, other current liabilities, and senior debt. The Company believes that the carrying value of cash, accounts receivable, other current assets, accounts payable, accrued expenses, and other current liabilities approximates their fair values due to the short-term nature of these instruments. The carrying value of senior debt as of September 30, 2021, and December 31, 2020, approximated fair value. The fair value of the senior debt was estimated by discounting to present value the scheduled coupon payments and principal repayment, using an appropriate fair market yield and is considered Level 3 in the fair value hierarchy. In connection with the Mergers in December 2020, each security holder of Metuchen received an earnout consideration classified as a derivative liability to be paid in the form of Petros Common Stock. The Company estimated their fair value using a Monte Carlo Simulation approach. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability as of September 30, 2021, and December 31, 2020, was $0.3 million and $9.9 million, respectively. See Note 10 Stockholders’ Equity. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires compensation expense related to stock-based transactions, including employee stock options and consultant warrants, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options or warrants. The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. Employee stock option and consulting expenses are recognized over the employee’s or consultant’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the volatility and expected term. Any changes in these highly subjective assumptions can significantly impact stock-based compensation expense. See Note 11 Stock Options. |
Income Taxes | Income Taxes Prior to the consummation of the Mergers, Metuchen was a limited liability company (“LLC”) for federal income tax purposes and had elected to be treated as a Partnership for federal and state income tax purposes. PTV is a disregarded entity for federal income tax purposes. As such, all income tax consequences resulting from the operations were reported on the member’s income tax return. In addition, Timm Medical was included in the Company’s structure where taxes were paid at the entity level. Subsequent to the Mergers, Metuchen’s activity is included in the Company’s consolidated group. The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the rate change is enacted. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of its net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with FASB ASC No. 740 Income Taxes The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying condensed consolidated statement of operations. As of September 30, 2021, and December 31, 2020, no accrued interest or penalties are recorded in the condensed consolidated balance sheets. |
Basic and Diluted Net Loss per Common Share | Basic and Diluted Net Loss per Common Share The Company computes basic net loss per common share by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, excluding the dilutive effects of stock options and warrants to purchase common shares. The Company computes diluted net loss per common share by dividing the net loss applicable to common share by the sum of the weighted-average number of common shares outstanding during the period plus the potential dilutive effects of its convertible preferred stocks, stock options and warrants to purchase common shares, but such items are excluded if their effect is anti-dilutive. See Note 13 Basic and Diluted Net Loss per Common Share. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Pending Adoption as of September 30, 2021 In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounts Receivable, net | |
Summary of accounts receivable | September 30, December 31, 2021 2020 Gross accounts receivables $ 2,929,064 $ 6,560,291 Distribution service fees (537,363) (972,652) Chargebacks accrual — (121,269) Cash discount allowances (135,527) (84,601) Allowance for doubtful accounts (303,753) (228,800) Total accounts receivable, net $ 1,952,421 $ 5,152,969 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventories | |
Schedule of Inventories | September 30, 2021 December 31, 2020 Raw materials $ 328,558 $ 325,932 Finished goods 189,923 434,598 Total inventory $ 518,481 $ 760,530 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses and Other Current Assets | |
Schedule of Prepaid Expenses and Other Current Assets | September 30, 2021 December 31, 2020 Prepaid samples $ — $ 58,483 Prepaid insurance 172,205 149,452 Prepaid FDA fees — 756,972 Prepaid coupon fees 71,500 71,500 API purchase commitment asset (see Note 14) 1,304,541 1,304,541 Other prepaid expenses 587,319 391,552 Other current assets 612,673 114,784 Total prepaid expenses and other current assets $ 2,748,238 $ 2,847,284 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets | |
Schedule of intangible assets | Balance at December 31, 2019 $ 38,811,137 Amortization expense (6,650,218) Balance at December 31, 2020 32,160,919 Amortization expense (5,178,821) Balance at September 30, 2021 $ 26,982,098 |
Schedule of future annual amortization of intangible assets | 2021 (remaining 3 months) 1,688,951 2022 6,191,740 2023 5,445,729 2024 4,650,787 Thereafter 9,004,891 Total $ 26,982,098 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses | |
Summary of accrued expenses | September 30, 2021 December 31, 2020 Accrued price protection $ 1,853,979 $ 1,853,979 Accrued product returns 5,590,248 9,452,248 Accrued contract rebates 341,715 412,046 Due to Vivus (see Note 14) 2,267,523 2,267,523 Accrued severance 25,417 519,609 Accrued professional fees 31,463 — Accrued marketing 1,258,255 — Other accrued expenses 225,514 178,381 Total accrued expenses $ 11,594,114 $ 14,683,786 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt | |
Summary of senior indebtedness | September 30, 2021 December 31, 2020 Principal balance $ 1,740,752 $ 6,653,292 Plus: End of term fee — 534,237 Less: Debt issuance costs — (12,500) Total senior debt $ 1,740,752 $ 7,175,029 |
Summary of interest expense on the Senior Debt | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest expense for term loan $ 67,936 $ 287,855 $ 344,373 $ 1,015,898 Amortization of debt issuance costs — 12,500 12,500 25,000 PIK interest — — — 44,449 $ 67,936 $ 300,355 $ 356,873 $ 1,085,347 |
Stock Options and Restricted _2
Stock Options and Restricted Stock Units ("RSU's") (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock Options | |
Summary of stock options | Weighted-Average Weighted- Remaining Aggregate Intrinsic Number of Average Contractual Value Shares Exercise Price Term (Years) ($ in thousands) Options outstanding and exercisable on December 31, 2020 574,331 $ 51.43 0.9 $ — Options granted 638,970 3.37 9.18 — Less: options and RSU’s forfeited — — — — Less: options and RSU’s expired/cancelled — — — — Less: options and RSU’s exercised — — — — Options and RSU’s outstanding at September 30, 2021 1,213,301 26.57 5.08 — Options and RSU’s exercisable at September 30, 2021 852,166 35.77 3.32 — |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Common Stock Warrants | |
Summary of warrants | Number of Shares Warrants outstanding at December 31, 2020 4,407,962 Warrants issued — Warrants exercised — Warrants outstanding at September 30, 2021 4,407,962 |
Summary of warrants by expiration date | Number of Warrants Exercise Price Expiration Date 76,569 $ 32.00 November 17, 2021 131,344 64.00 November 17, 2021 2,780 1.60 August 23, 2023 18,000 35.65 June 1, 2024 4,800 35.60 June 5, 2024 74,864 21.85 June 17, 2024 20,043 31.25 June 19, 2024 22,800 26.55 September 1, 2024 10,500 12.74 September 16, 2024 22,800 4.30 December 1, 2024 28,000 5.65 March 2, 2025 28,000 7.30 June 1, 2025 28,000 5.50 September 1, 2025 28,000 4.71 December 1, 2025 2,221,829 7.50 December 1, 2025 908,498 17.50 December 1, 2025 623,303 51.25 December 1, 2025 157,832 125.00 December 1, 2025 4,407,962 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basic and Diluted Net Loss per Common Share | |
Summary of Computation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss $ (1,696,898) $ (3,300,363) $ (800,734) $ (15,147,953) Denominator Weighted-average common shares for basic net loss per share 9,826,599 3,434,551 9,794,267 3,434,551 Basic and diluted net loss per common share $ (0.17) $ (0.96) $ (0.08) $ (4.41) |
Summary of Computation of Basic and Diluted Net Loss per Share | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock Options 1,213,301 — 1,213,301 — Warrants 4,405,182 21,139 4,405,182 21,139 Total 5,621,263 21,139 5,621,263 21,139 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | |
Summary of supplemental balance sheet information related to leases | Supplemental balance sheet information related to leases was as follows: As of September 30, 2021 As of December 31, 2020 Operating lease ROU asset: Other assets $ 502,697 $ 579,535 Operating lease liability: Other current liabilities $ 121,589 $ 108,971 Other long-term liabilities 437,749 530,597 Total operating lease liability $ 559,338 $ 639,568 |
Summary of supplemental lease term and discount rate information related to leases | Supplemental lease term and discount rate information related to leases was as follows: As of September 30, 2021 As of December 31, 2020 Weighted-average remaining lease terms - operating leases 3.9 years 4.7 years Weighted-average discount rate - operating leases 12.6 % 12.6 % |
Summary of supplemental cash flow information related to leases | Supplemental cash flow information related to leases was as follows: For the Three Months For the Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 45,942 $ 45,660 $ 137,826 $ 136,979 |
Summary of future minimum lease payments under non-cancelable leases | Future minimum lease payments under non-cancelable leases as of September 30, 2021, were as follows: Lease Liability Maturity Analysis Operating Leases 2021 (remaining 3 months) 46,413 2022 187,739 2023 189,374 2024 155,242 2025 81,107 Thereafter 82,326 Total lease payments 742,201 Less: Imputed Interest (182,863) Total $ 559,338 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Information | |
Summary of results of operations by reportable segment | The Company’s results of operations by reportable segment for the three months ended September 30, 2021 are summarized as follows: Prescription Medical For the three months ended September 30, 2021 Medications Devices Corporate Consolidated Net sales $ 1,377,291 $ 767,878 $ — $ 2,145,169 Cost of goods sold 45,254 273,904 — 319,158 Selling, general and administrative expenses 1,318,610 722,998 1,371,615 3,413,223 Research and development expenses 280,576 — — 280,576 Depreciation and amortization expense 1,398,270 330,559 — 1,728,829 Change in fair value of derivative liability — — (1,970,000) (1,970,000) Interest expense — — 67,936 67,936 Income tax expense — (2,345) — (2,345) Net income (loss) $ (1,665,419) $ (561,928) $ 530,449 $ (1,696,898) The Company’s results of operations by reportable segment for the three months ended September 30, 2020 are summarized as follows: Prescription Medical For the three months ended September 30, 2020 Medications Devices Corporate Consolidated Net sales $ 2,590,151 $ 874,544 $ — $ 3,464,695 Cost of goods sold 749,575 232,328 — 981,903 Selling, general and administrative expenses 1,837,864 566,666 716,493 3,121,023 Research and development expense 36,828 — — 36,828 Depreciation and amortization expense 1,353,591 307,771 — 1,661,362 Interest expense — — 970,085 970,085 Income tax benefit — 6,143 — 6,143 Net loss $ (1,387,707) $ (226,078) $ (1,686,578) $ (3,300,363) The Company’s results of operations by reportable segment for the nine months ended September 30, 2021 are summarized as follows: Prescription Medical For the nine months ended September 30, 2021 Medications Devices Corporate Consolidated Net sales $ 6,227,753 $ 2,450,671 $ — $ 8,678,424 Cost of goods sold 607,582 748,256 — 1,355,838 Selling, general and administrative expenses 4,985,603 2,014,424 4,411,086 11,411,113 Research and development expenses 799,803 — — 799,803 Depreciation and amortization expense 4,194,809 991,677 — 5,186,486 Change in fair value of derivative liability — — (9,640,000) (9,640,000) Interest expense — — 356,873 356,873 Income tax expense — (9,045) — (9,045) Net income (loss) $ (4,360,044) $ (1,312,731) $ 4,872,041 $ (800,734) The Company’s results of operations by reportable segment for the nine months ended September 30, 2020 are summarized as follows: Prescription Medical For the nine months ended September 30, 2020 Medications Devices Corporate Consolidated Net sales $ 4,128,694 $ 2,501,486 $ — $ 6,630,180 Cost of goods sold 1,527,169 778,000 — 2,305,169 Selling, general and administrative expenses 6,658,231 1,780,530 3,558,424 11,997,185 Research and development expense 307,796 — — 307,796 Depreciation and amortization expense 4,060,772 923,312 — 4,984,084 Interest expense — — 2,233,794 2,233,794 Income tax benefit — 49,895 — 49,895 Net loss $ (8,425,274) $ (930,461) $ (5,792,218) $ (15,147,953) |
Summary of net sales by geographic region | For the Three Months Ended For the Nine Months Ended September 30, September 30, Net sales 2021 2020 2021 2020 United States $ 1,861,222 $ 3,125,572 $ 7,754,534 $ 5,780,165 International 283,947 339,123 923,890 850,015 $ 2,145,169 $ 3,464,695 $ 8,678,424 $ 6,630,180 |
Summary of assets by reportable segment and reconciliation of segment assets to consolidated assets | The Company’s assets by reportable segment and reconciliation of segment assets to consolidated assets as of September 30, 2021, are summarized as follows: Prescription Medications Medical Devices Consolidated Intangible assets, net $ 20,438,542 $ 6,543,556 $ 26,982,098 Total segment assets $ 43,790,552 $ 8,244,776 $ 52,035,328 The Company’s assets by reportable segment and reconciliation of segment assets to consolidated assets as of December 31, 2020, are summarized as follows: Prescription Medications Medical Devices Consolidated Intangible assets, net $ 24,625,686 $ 7,535,233 $ 32,160,919 Total segment assets $ 60,725,191 $ 9,128,823 $ 69,854,014 |
Nature of Operations, Basis o_2
Nature of Operations, Basis of Presentation, and Liquidity (Details) - USD ($) | Sep. 30, 2021 | Dec. 07, 2020 |
Nature of Operations, Basis of Presentation, and Liquidity [Line Items] | ||
Cash in excess of certain limit, subject to adjustment as provided in the Merger Agreement | $ 20,000,000 | |
Metuchen Securityholders | ||
Nature of Operations, Basis of Presentation, and Liquidity [Line Items] | ||
Percentage of equity securities held | 51.00% |
Nature of Operations, Basis o_3
Nature of Operations, Basis of Presentation, and Liquidity - Additional information (Details) - USD ($) | Nov. 03, 2021 | Oct. 13, 2021 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Nature of Operations, Basis of Presentation, and Liquidity [Line Items] | ||||||
Cash | $ 8,135,184 | $ 17,139,694 | ||||
Negative working capital | 20,100,000 | |||||
Debt | 1,740,752 | 7,175,029 | ||||
Sustained cumulative losses attributable to common stockholders | (62,502,878) | $ (61,702,144) | ||||
Repayment of senior debt | $ 1,179,651 | $ 1,200,000 | $ 4,912,541 | $ 4,639,674 | ||
Subsequent event | ||||||
Nature of Operations, Basis of Presentation, and Liquidity [Line Items] | ||||||
Number of shares issued | $ 3,323,616 | |||||
Net proceeds | $ 5,500,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Reserves for product returns | $ 3.2 | $ 7.1 |
Revenue, Practical Expedient, Financing Component [true false] | true | |
Prescription Medication Sales | ||
Disaggregation of Revenue [Line Items] | ||
Reserves for sales deductions | $ 4.2 | $ 8.6 |
Medical Device Sales | ||
Disaggregation of Revenue [Line Items] | ||
Right to return and receive credit for product | 90 days | |
Minimum | Prescription Medication Sales | ||
Disaggregation of Revenue [Line Items] | ||
Due period for invoice payments | 30 days | |
Right to return and receive credit for product | 6 months | |
Minimum | Medical Device Sales | Domestic customers | ||
Disaggregation of Revenue [Line Items] | ||
Due period for invoice payments | 30 days | |
Maximum | Prescription Medication Sales | ||
Disaggregation of Revenue [Line Items] | ||
Due period for invoice payments | 75 days | |
Right to return and receive credit for product | 1 year | |
Maximum | Medical Device Sales | International Customers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Due period for invoice payments | 90 days |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value of Financial Instruments | ||
Fair value of the derivative liability | $ 300,000 | $ 9,900,000 |
Income Taxes | ||
Accrued interest or penalties | $ 0 | $ 0 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts Receivable, net | ||
Gross accounts receivables | $ 2,929,064 | $ 6,560,291 |
Distribution service fees | (537,363) | (972,652) |
Chargebacks accrual | (121,269) | |
Cash discount allowances | (135,527) | (84,601) |
Allowance for doubtful accounts | (303,753) | (228,800) |
Total accounts receivable, net | $ 1,952,421 | $ 5,152,969 |
Accounts Receivable, net - Addi
Accounts Receivable, net - Additional information (Details) - customer | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Gross sales from customers | Customer concentration risk | One customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 80.00% | ||
Number of customers | 1 | ||
Gross sales from customers | Customer concentration risk | Four customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 78.00% | ||
Number of customers | 4 | ||
Receivables from customers | Credit concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 70.00% | 93.00% | |
Number of customers | 2 | 2 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventories | ||
Raw materials | $ 328,558 | $ 325,932 |
Finished goods | 189,923 | 434,598 |
Total inventory | $ 518,481 | $ 760,530 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Inventories | ||
Finished goods are net of valuation reserves | $ 435,927 | $ 935,866 |
Raw materials are net of valuation reserves | $ 2,872,977 | $ 2,872,977 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
Prepaid samples | $ 58,483 | |
Prepaid insurance | $ 172,205 | 149,452 |
Prepaid FDA fees | 756,972 | |
Prepaid coupon fees | 71,500 | 71,500 |
API purchase commitment asset (see Note 14) | 1,304,541 | 1,304,541 |
Other prepaid expenses | 587,319 | 391,552 |
Other current assets | 612,673 | 114,784 |
Total prepaid expenses and other current assets | $ 2,748,238 | $ 2,847,284 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Additional Information (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets | ||
prepaid samples reserve amount | $ 379,612 | $ 351,224 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-lived Intangible Assets [Roll Forward] | ||
Amortization expense | $ (5,178,821) | $ (6,650,218) |
Intangible Assets - Future annu
Intangible Assets - Future annual amortization (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets | |||
2021 (remaining 3 months) | $ 1,688,951 | ||
2022 | 6,191,740 | ||
2023 | 5,445,729 | ||
2024 | 4,650,787 | ||
Thereafter | 9,004,891 | ||
Total | $ 26,982,098 | $ 32,160,919 | $ 38,811,137 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Carrying value of intangible assets | $ 26,982,098 | $ 32,160,919 | $ 38,811,137 |
Stendra Product | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 10 years | ||
Carrying value of intangible assets | $ 20,400,000 | 24,600,000 | |
Timm Medical product | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 12 years | ||
Carrying value of intangible assets | $ 5,100,000 | 5,900,000 | |
PTV product | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives of intangible assets | 12 years | ||
Carrying value of intangible assets | $ 1,400,000 | $ 1,600,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Expenses | ||
Accrued price protection | $ 1,853,979 | $ 1,853,979 |
Accrued product returns | 5,590,248 | 9,452,248 |
Accrued contract rebates | 341,715 | 412,046 |
Due to Vivus (see Note 14) | 2,267,523 | 2,267,523 |
Accrued severance | 25,417 | 519,609 |
Accrued professional fees | 31,463 | |
Accrued marketing | 1,258,255 | |
Other accrued expenses | 225,514 | 178,381 |
Total accrued expenses | $ 11,594,114 | $ 14,683,786 |
Debt - Senior indebtedness (Det
Debt - Senior indebtedness (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt | ||
Principal balance | $ 1,740,752 | $ 6,653,292 |
Plus: End of term fee | 534,237 | |
Less: Debt issuance costs | (12,500) | |
Total senior debt | $ 1,740,752 | $ 7,175,029 |
Debt - Senior debt (Details)
Debt - Senior debt (Details) | Apr. 13, 2020 | Mar. 31, 2020 | Nov. 22, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||
End of term charge | $ 534,237 | ||||
Senior debt | |||||
Debt Instrument [Line Items] | |||||
Face amount of debt | $ 1,068,750 | $ 35,000,000 | |||
Stated interest rate | 11.50% | 10.75% | |||
Paid-In-Kind ("PIK") interest rate | 1.35% | ||||
End of term charge | 1,068,750 | $ 787,500 | |||
Amount of principal prepaid | $ 10,000,000 | ||||
Senior debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 0.9 | ||||
Senior debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1 | ||||
Senior debt | Prime rate | |||||
Debt Instrument [Line Items] | |||||
Spread on variable rate | 4.25% | 4.50% |
Debt - Financial covenant (Deta
Debt - Financial covenant (Details) - USD ($) | Feb. 01, 2021 | Oct. 01, 2020 | Apr. 13, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Nov. 22, 2017 | Sep. 30, 2016 |
Debt Instrument [Line Items] | |||||||
End of term charge | $ 534,237 | ||||||
Senior debt | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 11.50% | 10.75% | |||||
End of term fee paid | $ 534,375 | $ 534,375 | |||||
End of term charge | $ 1,068,750 | $ 787,500 | |||||
Senior debt | Prime rate | |||||||
Debt Instrument [Line Items] | |||||||
Spread on variable rate | 4.25% | 4.50% |
Debt - Third Amendment (Details
Debt - Third Amendment (Details) - USD ($) | Nov. 03, 2021 | Sep. 30, 2020 | Nov. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | |||||
Repayment of senior debt | $ 1,179,651 | $ 1,200,000 | $ 4,912,541 | $ 4,639,674 | |
Senior debt | |||||
Debt Instrument [Line Items] | |||||
Required cash proceeds through an equity or debt financing or other transaction | $ 25,000,000 | ||||
Escrow fund | $ 1,500,000 | $ 1,500,000 |
Debt - Interest Expenses (Detai
Debt - Interest Expenses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Debt | |||||
Interest expense for term loan | $ 67,936 | $ 287,855 | $ 344,373 | $ 1,015,898 | |
Amortization of debt issuance costs | 12,500 | 12,500 | 25,000 | ||
PIK interest | 44,449 | ||||
Interest expense, senior debt | 67,936 | $ 300,355 | 356,873 | $ 1,085,347 | |
Accrued and unpaid interest | $ 16,681 | $ 16,681 | $ 65,885 |
Debt - Subordinated Related Par
Debt - Subordinated Related Party Term Loans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Outstanding principal balance of the subordinated promissory note and accrued PIK interest | $ 0 | $ 0 | ||
Interest expense | $ 669,730 | $ 1,148,447 | ||
First Subordinated Promissory Note | ||||
Related Party Transaction [Line Items] | ||||
Principal amount of notes payable | $ 15,500,000 | |||
Paid-In-Kind ("PIK") interest rate | 20.00% |
Members' Capital (Details)
Members' Capital (Details) - shares | Aug. 26, 2019 | Sep. 16, 2019 |
Class A Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of common units authorized | 100 | |
Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of common units per class A unit | 10,000 | |
Class B Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of common units issued | 0 |
Stockholders' Equity - Consumma
Stockholders' Equity - Consummation of the Mergers (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, par value | 0.0001 | $ 0.0001 |
Common Stock | Metuchen | ||
Class of Stock [Line Items] | ||
Common stock, par value | 0.0001 | |
Exchange rate per share | $ 0.4968 | |
Number of shares of Common Stock issued to the holders in exchange | 4,949,610 | |
Common Stock | Neurotrope | ||
Class of Stock [Line Items] | ||
Common stock, par value | $ 0.0001 | |
Number of shares issued for every share of old entity | 1 | |
Number of shares exchanged for every share of of new entity | 5 | |
Number of warrants issued for every warrants to purchase share of Common Stock of old entity | 1 | |
Number of warrants exchanged for every warrants to purchase share of Common Stock of new entity | 5 | |
Preferred Stock | Neurotrope | ||
Class of Stock [Line Items] | ||
Preferred stock, par value | $ 0.001 |
Stockholders' Equity - Number o
Stockholders' Equity - Number of shares held (Details) - shares | Jan. 26, 2021 | Sep. 30, 2021 |
Neurotrope | ||
Class of Stock [Line Items] | ||
Ownership interest taken | 51.00% | |
Metuchen | ||
Class of Stock [Line Items] | ||
Number of shares held | 4,949,610 | |
Ownership interest taken | 49.00% | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of common stock issued upon conversion | 60,606 | |
Common Stock | Neurotrope | ||
Class of Stock [Line Items] | ||
Number of shares held | 4,758,045 | |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Number of preferred stock converted | 500 | |
Preferred Stock | Neurotrope | ||
Class of Stock [Line Items] | ||
Number of shares held | 500 |
Stockholders' Equity - Marketin
Stockholders' Equity - Marketing and Consulting Agreement (Details) - USD ($) | Jun. 04, 2021 | May 11, 2021 | Apr. 01, 2021 | Jan. 01, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Vesting period | 2 years | |||
Marketing and Consulting Agreement | CorProminence, LLC | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of agreement | 1 year | |||
Renewal term of agreement | 1 year | |||
Monthly retainer amount | $ 7,500,000 | |||
Number of restricted shares issued | 30,000 | |||
Consulting and Advisory Agreement | Tania King | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Monthly retainer amount | $ 4,000,000 | |||
Additional payment included with the first monthly fee | 12,000,000 | |||
Restricted share cash value | $ 72,000,000 | |||
Vesting period | 1 year | |||
Service Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Term of agreement | 1 year | |||
Renewal term of agreement | 1 year | |||
Monthly retainer amount | $ 6,750 | |||
Number of restricted shares issued | 28,338 | |||
Restricted share cash value | $ 90,002 |
Stockholders' Equity - Backstop
Stockholders' Equity - Backstop Agreement (Details) - Backstop Agreement - Juggernaut | 9 Months Ended |
Sep. 30, 2021USD ($)D$ / shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Commitment Cap for working capital shortfall amount | $ 6,000,000 |
Number of consecutive trading days for stock price trigger | D | 10 |
Reduction in post-closing commitments (as a percent) | 50.00% |
Post-closing commitments | $ 0 |
Working Capital Shortfall Amount | $ 2,600,000 |
Stock price equals or exceeds $2.175 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 2.175 |
Stock price equals or exceeds $2.5375 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 2.5375 |
Stockholders' Equity - Continge
Stockholders' Equity - Contingent Consideration (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Stockholders' Equity | |
Common Stock potentially issuable upon the achievement of certain milestones | 14,232,090 |
Milestones term for achievement of stock price and market capitalization | 2 years |
Stockholders' Equity - Mileston
Stockholders' Equity - Milestone Earnout Payments (Details) - Milestone Earnout Payments | 9 Months Ended |
Sep. 30, 2021D$ / sharesshares | |
Maximum | Metuchen | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Milestone earnout payments (in shares) | shares | 4,000,000 |
Closing price any time prior to the one-year anniversary of the Closing | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of trading days for stock price trigger | D | 20 |
Number of consecutive trading days for stock price trigger | D | 30 |
Closing Price per share of $8.00 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 8 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing Price per share of $10.00 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 10 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing Price per share of $13.00 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 13 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing Price per share of $15.00 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 15 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing price any time within the twelve month period following the one-year anniversary of the Closing | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Number of trading days for stock price trigger | D | 20 |
Number of consecutive trading days for stock price trigger | D | 30 |
Closing Price Per share of $10.00 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 10 |
Closing Price per share of $12.50 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 12.50 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing Price per share of $16.25 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 16.25 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Closing Price per share of $18.75 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Stock price trigger | $ / shares | $ 18.75 |
Milestone earnout payments (in shares) | shares | 1,000,000 |
Stockholders' Equity - Market C
Stockholders' Equity - Market Capitalization (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021USD ($)D$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Fair value of the derivative liability | $ 300,000 | $ 9,900,000 |
Market Capitalization/Gross Proceeds Earnout Payments | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 300,000 | 9,900,000 |
Market Capitalization/Gross Proceeds Earnout Payments | Maximum | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 10,232,090 | |
Market Capitalization/Gross Proceeds Earnout Payments | Market Capitalization is greater than or equal to $250,000,000 | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 2,000,000 | |
Market Capitalization | $ 250,000,000 | |
Number of trading days for stock price trigger | D | 20 | |
Number of consecutive trading days for stock price trigger | D | 30 | |
Stock price | $ / shares | $ 17.50 | |
Aggregate gross proceeds | $ 25,000,000 | |
Term to receive gross proceeds | 60 days | |
Market Capitalization/Gross Proceeds Earnout Payments | Market Capitalization is greater than or equal to $300,000,000 | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 2,000,000 | |
Market Capitalization | $ 300,000,000 | |
Number of trading days for stock price trigger | D | 20 | |
Number of consecutive trading days for stock price trigger | D | 30 | |
Stock price | $ / shares | $ 18.75 | |
Aggregate gross proceeds | $ 30,000,000 | |
Term to receive gross proceeds | 60 days | |
Market Capitalization/Gross Proceeds Earnout Payments | Market Capitalization is greater than or equal to $400,000,000 | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 3,000,000 | |
Market Capitalization | $ 400,000,000 | |
Number of trading days for stock price trigger | D | 20 | |
Number of consecutive trading days for stock price trigger | D | 30 | |
Stock price | $ / shares | $ 22.50 | |
Aggregate gross proceeds | $ 40,000,000 | |
Term to receive gross proceeds | 60 days | |
Market Capitalization/Gross Proceeds Earnout Payments | Market Capitalization is greater than or equal to $500,000,000 | Metuchen | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Milestone earnout payments (in shares) | shares | 3,232,090 | |
Market Capitalization | $ 500,000,000 | |
Number of trading days for stock price trigger | D | 20 | |
Number of consecutive trading days for stock price trigger | D | 30 | |
Stock price | $ / shares | $ 23.75 | |
Aggregate gross proceeds | $ 50,000,000 | |
Term to receive gross proceeds | 60 days |
Stock Options and Restricted _3
Stock Options and Restricted Stock Units ("RSU's") (Details) | Sep. 30, 2021shares |
Stock Options | |
Number of shares authorized | 1,213,301 |
Number of shares available for issuance | 0 |
Stock Options and Restricted _4
Stock Options and Restricted Stock Units ("RSU's") - Summary of stock options (Details) - $ / shares | May 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Number of Shares | |||
Options outstanding and exercisable on beginning | 574,331 | ||
Options granted | 150,000 | 638,970 | |
Options and RSU's outstanding at the end | 1,213,301 | 574,331 | |
Options and RSU's exercisable at the end | 852,166 | ||
Weighted-Average Exercise Price | |||
Options outstanding and exercisable at the beginning (in dollars per share) | $ 51.43 | ||
Options granted (in dollars per share) | $ 3.21 | 3.37 | |
Options outstanding at the end (in dollars per share) | 26.57 | $ 51.43 | |
Options exercisable at the end (in dollars per share) | $ 35.77 | ||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||
Options outstanding and exercisable at the beginning (in years) | 5 years 29 days | 10 months 24 days | |
Options granted (in years) | 9 years 2 months 4 days | ||
Options outstanding at the end (in years) | 5 years 29 days | 10 months 24 days | |
Options exercisable at the end (in years) | 3 years 3 months 25 days |
Stock Options and Restricted _5
Stock Options and Restricted Stock Units ("RSU's") - Term of exercise stock options (Details) | 9 Months Ended |
Sep. 30, 2021 | |
Neurotrope | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Term for exercise the stock options | 1 year |
Stock Options and Restricted _6
Stock Options and Restricted Stock Units ("RSU's") - Fady Boctor, the President and Chief Commercial Officer (Details) - $ / shares | May 11, 2021 | Feb. 19, 2021 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 150,000 | 638,970 | |
Exercise price | $ 3.21 | $ 3.37 | |
Vesting percentage | 30.00% | ||
Fady Boctor, the President and Chief Commercial Officer | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of options granted | 215,669 | ||
Exercise price | $ 3.74 | ||
Vesting percentage | 50.00% |
Stock Options and Restricted _7
Stock Options and Restricted Stock Units ("RSU's") - Additional Information (Details) | May 11, 2021$ / sharesshares | Apr. 23, 2021USD ($)$ / sharesshares | Apr. 08, 2021USD ($)director$ / sharesshares | Sep. 30, 2021$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | 150,000 | 638,970 | ||
Exercise price | $ / shares | $ 3.21 | $ 3.37 | ||
Vesting percentage | 30.00% | |||
Vesting period | 2 years | |||
Option grants | 134,955 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted | 23,301 | 93,802 | ||
Stock issued During period, Value gross | $ | $ 72,000 | $ 296,000 | ||
Exercise price | $ / shares | $ 3.09 | |||
Vesting percentage | 100.00% | |||
Vesting period | 1 year | |||
Vesting upon six-month anniversary of the date of grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 30.00% | |||
Vesting period | 1 year | |||
Directors | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of directors to whom option is granted | director | 5 | |||
Number of options granted | 50,000 | |||
Exercise price | $ / shares | $ 3.18 | |||
Directors | Vesting on the date of grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Directors | Vesting upon six-month anniversary of the date of grant | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Vesting period | 6 months | |||
Directors | Vesting in equal installments over the following four fiscal quarters | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 12 months |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of warrants (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
Common Stock Warrants | |
Warrants outstanding at December 31, 2020 | 4,407,962 |
Warrants issued | 0 |
Warrants exercised | 0 |
Warrants outstanding at September 30, 2021 | 4,407,962 |
Common Stock Warrants - Company
Common Stock Warrants - Company's warrants by expiration date (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 4,407,962 | 4,407,962 |
Expiration Date of November 17, 2021, One | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 76,569 | |
Exercise Price | $ 32 | |
Expiration Date of November 17, 2021, Two | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 131,344 | |
Exercise Price | $ 64 | |
Expiration Date of August 23, 2023 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 2,780 | |
Exercise Price | $ 1.60 | |
Expiration Date of June 1, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 18,000 | |
Exercise Price | $ 35.65 | |
Expiration Date of June 5, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 4,800 | |
Exercise Price | $ 35.60 | |
Expiration Date of June 17, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 74,864 | |
Exercise Price | $ 21.85 | |
Expiration Date of June 19, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 20,043 | |
Exercise Price | $ 31.25 | |
Expiration Date of September 1, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 22,800 | |
Exercise Price | $ 26.55 | |
Expiration Date of September 16, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 10,500 | |
Exercise Price | $ 12.74 | |
Expiration Date of December 1, 2024 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 22,800 | |
Exercise Price | $ 4.30 | |
Expiration Date of March 2, 2025 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 28,000 | |
Exercise Price | $ 5.65 | |
Expiration Date of June 1, 2025 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 28,000 | |
Exercise Price | $ 7.30 | |
Expiration Date of September 1, 2025 | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 28,000 | |
Exercise Price | $ 5.50 | |
Expiration Date of December 1, 2025, One | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 28,000 | |
Exercise Price | $ 4.71 | |
Expiration Date of December 1, 2025, Two | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 2,221,829 | |
Exercise Price | $ 7.50 | |
Expiration Date of December 1, 2025, Three | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 908,498 | |
Exercise Price | $ 17.50 | |
Expiration Date of December 1, 2025, Four | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 623,303 | |
Exercise Price | $ 51.25 | |
Expiration Date of December 1, 2025, Five | ||
Class of Warrant or Right [Line Items] | ||
Number of Warrants | 157,832 | |
Exercise Price | $ 125 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Common Share - Summary of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator | ||||
Net loss | $ (1,696,898) | $ (3,300,363) | $ (800,734) | $ (15,147,953) |
Weighted average common shares outstanding | ||||
Weighted-average common shares for basic net loss per share | 9,826,599 | 3,434,551 | 9,794,267 | 3,434,551 |
Weighted-average common shares for dilutive net loss per share | 9,826,599 | 3,434,551 | 9,794,267 | 3,434,551 |
Basic net loss per common share | $ (0.17) | $ (0.96) | $ (0.08) | $ (4.41) |
Diluted net loss per common share | $ (0.17) | $ (0.96) | $ (0.08) | $ (4.41) |
Basic and Diluted Net Loss pe_4
Basic and Diluted Net Loss per Common Share - Summary of Potentially Dilutive Securities Convertible Into Common Shares Excluded from Calculation of Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 5,621,263 | 21,139 | 5,621,263 | 21,139 |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 4,405,182 | 21,139 | 4,405,182 | 21,139 |
Share-based Payment Arrangement, Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,213,301 | 1,213,301 |
Marketing, Licensing and Dist_2
Marketing, Licensing and Distribution Agreements - Vivus (Details) - License Agreement - USD ($) | Sep. 30, 2016 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Royalty on the first $500 million of net sales | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Threshold net sales | $ 500,000,000 | ||||||
Milestone payment to be paid once $250 million in sales has been reached | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Threshold net sales | 250,000,000 | ||||||
Milestone payment | $ 6,000,000 | 6,000,000 | |||||
Milestone payment to be paid after $250 million in sales has been reached | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Threshold net sales | 250,000,000 | ||||||
Milestone payment | $ 3,200,000 | $ 3,200,000 | |||||
Vivus, Inc | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
One-time fee to purchase and receive the license for the commercialization and exploitation of Stendra | $ 70,000,000 | ||||||
Additional fee to purchase and receive the license for the commercialization and exploitation of Stendra | $ 800,000 | ||||||
Threshold period of written purchase orders to purchase Stendra | 125 days | ||||||
Minimum percentage of forecasted quantities for which entity is required to submit purchase orders | 90.00% | 90.00% | |||||
Maximum forecasted quantity of strenda that can be supplied (as a percent) | 120.00% | 120.00% | |||||
Accrued inventory purchases | $ 14,200,000 | $ 14,200,000 | |||||
Royalty incurred | $ 20,700,000 | ||||||
Vivus, Inc | Other Current Assets [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accrued inventory purchases, current | 1,300,000 | 1,300,000 | |||||
Vivus, Inc | Other Noncurrent Assets [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Accrued inventory purchases, non-current | $ 11,100,000 | 11,100,000 | |||||
Vivus, Inc | Royalty during the first, second, and third years following the expiration of the Royalty Period | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty percentage | 2.00% | ||||||
Vivus, Inc | Royalty following the fourth and fifth years following the end of the Royalty Period | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty percentage | 1.00% | ||||||
MTPC | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty incurred | $ 68,865 | $ 129,508 | $ 302,346 | $ 206,435 | |||
Royalty payables | $ 68,865 | $ 68,865 | $ 8,728 | ||||
MTPC | Royalty on the first $500 million of net sales | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty percentage | 5.00% | ||||||
MTPC | Royalty on net sales after $500 million | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Royalty percentage | 6.00% |
Marketing, Licensing and Dist_3
Marketing, Licensing and Distribution Agreements - Hybrid (Details) - Hybrid - USD ($) | Oct. 31, 2021 | Oct. 01, 2021 | Mar. 31, 2021 | Sep. 24, 2020 | Dec. 31, 2020 | Oct. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 01, 2021 |
Exclusive license to H100 | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Initial license fee | $ 100,000 | |||||||||
Additional payment due upon obtainment of orphan indication for H100 | 900,000 | |||||||||
Annual payments due on first anniversary of the license agreement | 125,000 | |||||||||
Annual payments due on second anniversary of the license agreement | 150,000 | |||||||||
Annual payments due on third anniversary of the license agreement | 200,000 | |||||||||
Annual payments due after third anniversary of the license agreement | 250,000 | |||||||||
Payments upon first commercial sale and a sliding scale of percentage payments on net sales | $ 1,000,000 | |||||||||
Threshold period of notice required to terminate agreement at any time after first anniversary | 90 days | |||||||||
Extension payment of license agreement | $ 100,000 | $ 50,000 | $ 100,000 | |||||||
Extension term of license agreement | 6 months | 6 months | ||||||||
One-time, non-creditable and non-refundable payment | $ 200,000 | |||||||||
Threshold period for payments of one-time, non-creditable and non-refundable payment | 7 days | |||||||||
Exclusive license to H100 | Minimum | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalty percentage | 3.00% | |||||||||
Exclusive license to H100 | Maximum | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Royalty percentage | 6.00% | |||||||||
Amended license agreement of H100 | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Payment of License Fees | $ 200,000 | $ 150,000 | ||||||||
Agreed Additional Payments of License Fees | $ 200,000 | $ 200,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Employee Lease Agreement | |
Commitments And Contingencies [Line Items] | |
Percentage of payments for costs associated with employment | 75.00% |
Amount of fees paid under agreement | $ 200,000 |
Employee Lease Agreement | Maximum | Dr. Charles Ryan | |
Commitments And Contingencies [Line Items] | |
Percentage Of Working Time Performing Services | 75.00% |
Separation Agreement | Mr. Keith Lavan | |
Commitments And Contingencies [Line Items] | |
Stay-on bonus | $ 50,000 |
Percentage of base salary to be paid as an advisor | 50.00% |
Percentage of fees as an advisor paid | 70.00% |
Percentage of fees as an advisor to be paid in equal installments | 30.00% |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Fixed lease cost | $ 44,812 | $ 44,812 | $ 134,435 | $ 179,246 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 2 years 10 months 24 days | 2 years 10 months 24 days | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 5 years 3 months 18 days | 5 years 3 months 18 days |
Commitments and Contingencies_3
Commitments and Contingencies - Supplemental balance sheet (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Supplemental balance sheet information related to leases | ||
Operating lease ROU asset: Other assets | $ 502,697 | $ 579,535 |
Operating lease ROU asset | Other assets | |
Operating lease liability: | ||
Operating lease liability, current | $ 121,589 | 108,971 |
Other current liabilities | Other current liabilities | |
Operating lease liability, noncurrent | $ 437,749 | 530,597 |
Other long-term liabilities | Other long-term liabilities | |
Total operating lease liability | $ 559,338 | $ 639,568 |
Commitments and Contingencies_4
Commitments and Contingencies - Lease term and discount (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Commitments and Contingencies | |||||
Weighted-average remaining lease terms - operating leases | 3 years 10 months 24 days | 3 years 10 months 24 days | 4 years 8 months 12 days | ||
Weighted-average discount rate - operating leases | 12.60% | 12.60% | 12.60% | ||
Cash paid for amounts included in the measurement of lease liabilities: | |||||
Operating cash flows from operating leases | $ 45,942 | $ 45,660 | $ 137,826 | $ 136,979 |
Commitments and Contingencies_5
Commitments and Contingencies - Minimum lease payments (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Future minimum lease payments under non-cancelable leases | ||
2021 (remaining 3 months) | $ 46,413 | |
2022 | 187,739 | |
2023 | 189,374 | |
2024 | 155,242 | |
2025 | 81,107 | |
Thereafter | 82,326 | |
Total lease payments | 742,201 | |
Less: Imputed Interest | (182,863) | |
Total operating lease liability | $ 559,338 | $ 639,568 |
Commitments and Contingencies_6
Commitments and Contingencies - Additional information (Details) | Sep. 30, 2021USD ($) |
Commitments and Contingencies | |
Operating leases that had not yet commenced | $ 0 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)segment | Sep. 30, 2020USD ($) | |
Results of operations by reportable segment | ||||
Net sales | $ 2,145,169 | $ 3,464,695 | $ 8,678,424 | $ 6,630,180 |
Cost of goods sold | 319,158 | 981,903 | 1,355,838 | 2,305,169 |
Selling, general and administrative | 3,413,223 | 3,121,023 | 11,411,113 | 11,997,185 |
Research and development expense | 280,576 | 36,828 | 799,803 | 307,796 |
Depreciation and amortization expense | 1,728,829 | 1,661,362 | 5,186,486 | 4,984,084 |
Change in fair value of derivative liability | (1,970,000) | (9,640,000) | ||
Interest expense | 67,936 | 970,085 | 356,873 | 2,233,794 |
Income tax expense | (2,345) | 6,143 | (9,045) | 49,895 |
Net loss | (1,696,898) | (3,300,363) | (800,734) | (15,147,953) |
Prescription Medication Sales | ||||
Results of operations by reportable segment | ||||
Net sales | 1,377,291 | 2,590,151 | 6,227,753 | 4,128,694 |
Cost of goods sold | 45,254 | 749,575 | 607,582 | 1,527,169 |
Selling, general and administrative | 1,318,610 | 1,837,864 | 4,985,603 | 6,658,231 |
Research and development expense | 280,576 | 36,828 | 799,803 | 307,796 |
Depreciation and amortization expense | 1,398,270 | 1,353,591 | 4,194,809 | 4,060,772 |
Net loss | (1,665,419) | (1,387,707) | (4,360,044) | (8,425,274) |
Medical Device Sales | ||||
Results of operations by reportable segment | ||||
Net sales | 767,878 | 874,544 | 2,450,671 | 2,501,486 |
Cost of goods sold | 273,904 | 232,328 | 748,256 | 778,000 |
Selling, general and administrative | 722,998 | 566,666 | 2,014,424 | 1,780,530 |
Depreciation and amortization expense | 330,559 | 307,771 | 991,677 | 923,312 |
Income tax expense | (2,345) | 6,143 | (9,045) | 49,895 |
Net loss | (561,928) | (226,078) | $ (1,312,731) | (930,461) |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Number of Operating Segments | segment | 2 | |||
Corporate | ||||
Results of operations by reportable segment | ||||
Selling, general and administrative | 1,371,615 | 716,493 | $ 4,411,086 | 3,558,424 |
Change in fair value of derivative liability | (1,970,000) | (9,640,000) | ||
Interest expense | 67,936 | 970,085 | 356,873 | 2,233,794 |
Net loss | $ 530,449 | $ (1,686,578) | $ 4,872,041 | $ (5,792,218) |
Segment Information - Net Sales
Segment Information - Net Sales by Geographic region (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 2,145,169 | $ 3,464,695 | $ 8,678,424 | $ 6,630,180 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 1,861,222 | 3,125,572 | 7,754,534 | 5,780,165 |
International | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 283,947 | $ 339,123 | $ 923,890 | $ 850,015 |
Segment Information - Segment a
Segment Information - Segment assets (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Intangible assets, net | $ 26,982,098 | $ 32,160,919 |
Total segment assets | 52,035,328 | 69,854,014 |
Prescription Medication Sales | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Intangible assets, net | 20,438,542 | 24,625,686 |
Total segment assets | 43,790,552 | 60,725,191 |
Medical Device Sales | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Intangible assets, net | 6,543,556 | 7,535,233 |
Total segment assets | $ 8,244,776 | $ 9,128,823 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 13, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Subsequent event | |||
Subsequent Event [Line Items] | |||
Number of shares issued | $ 3,323,616 | ||
Proceeds from sale of shares | 5,500,000 | ||
Subsequent event | Securities purchase agreement | Registered Direct Offering | |||
Subsequent Event [Line Items] | |||
Number of shares issued | $ 3,323,616 | ||
Common stock, par value | $ 0.0001 | ||
Offering price per share | $ 1.715 | ||
Warrants to purchase shares of common stock | 3,323,616 | ||
Percentage of common stock to be purchased | 100.00% | ||
Exercise price of warrants | $ 1.715 | ||
Warrants term | 5 years | ||
Proceeds from sale of shares | $ 5,500,000 | ||
Subsequent event | Katalyst Agreement | |||
Subsequent Event [Line Items] | |||
Warrants to purchase shares of common stock | 130,000 | ||
Advisory fee and legal expenses | $ 200,000 |
Commitments and Contingencies_7
Commitments and Contingencies - Lease expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Lease Cost: | ||||
Fixed lease cost | $ 44,812 | $ 44,812 | $ 134,435 | $ 179,246 |