Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-40034 | ||
Entity Registrant Name | GRI BIO, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 82-4369909 | ||
Entity Address, Address Line One | 2223 Avenida de la Playa | ||
Entity Address, Address Line Two | #208 | ||
Entity Address, City or Town | La Jolla | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92037 | ||
City Area Code | 619 | ||
Local Phone Number | 400-1170 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | GRI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9.5 | ||
Entity Common Stock, Shares Outstanding | 3,196,488 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Entity Central Index Key | 0001824293 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | Sadler, Gibb & Associates LLC |
Auditor Location | Draper, Utah |
Auditor Firm ID | 3627 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,808 | $ 9 |
Prepaid expenses and other current assets | 1,126 | 303 |
Total current assets | 2,934 | 312 |
Property and equipment, net | 8 | 4 |
Operating lease right-of-use assets | 14 | 67 |
Total assets | 2,956 | 383 |
Current liabilities: | ||
Accounts payable | 1,410 | 1,294 |
Accrued expenses | 1,270 | 36 |
Advances from employees | 0 | 5 |
Warrant liability | 3 | 0 |
Bridge promissory note, net | 0 | 602 |
Operating lease liabilities, current | 14 | 57 |
Total current liabilities | 2,697 | 1,994 |
Operating lease liabilities, non-current | 0 | 14 |
Total liabilities | 2,697 | 2,008 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 250,000,000 shares authorized; 645,738 and 142,820 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 0 | 0 |
Additional paid-in-capital | 31,792 | 16,871 |
Accumulated deficit | (31,533) | (18,496) |
Total stockholders' equity (deficit) | 259 | (1,625) |
Total liabilities and stockholders' equity (deficit) | $ 2,956 | $ 383 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 645,738 | 142,820 |
Common stock, shares outstanding (in shares) | 645,738 | 142,820 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 3,232 | $ 242 |
General and administrative | 8,155 | 1,997 |
Total operating expenses | 11,387 | 2,239 |
Loss from operations | (11,387) | (2,239) |
Other income | 250 | 0 |
Change in fair value of warrant liability | 182 | 0 |
Loss on extinguishment of debt | 0 | (325) |
Interest expense, net | (2,082) | (653) |
Net loss | $ (13,037) | $ (3,217) |
Net loss per share of common stock, basic (in usd per share) | $ (28.25) | $ (24.95) |
Net loss per share of common stock, diluted (in usd per share) | $ (28.25) | $ (24.95) |
Weighted-average common shares outstanding, basic (in shares) | 461,566 | 128,994 |
Weighted-average common shares outstanding, diluted (in shares) | 461,566 | 128,994 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (13,037) | $ (3,217) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation expense | 4 | 3 |
Amortization of debt discounts and issuance costs | 2,104 | 217 |
Stock-based compensation expense | 388 | 25 |
Gain (Loss) on Extinguishment of Debt | 0 | 325 |
Change in fair value of warrant liability | (182) | 0 |
Reduction in operating lease right of use assets | 53 | 47 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (547) | (35) |
Accounts payable | 2,159 | 897 |
Accrued expenses | 125 | 696 |
Operating lease liabilities | (57) | (43) |
Cash used in operating activities | (8,990) | (1,085) |
Investing activities: | ||
Purchase of property and equipment | (8) | (3) |
Cash used in investing activities | (8) | (3) |
Financing activities: | ||
Advances from employees | 190 | 35 |
Repayment of advances from employees | (195) | (30) |
Proceeds from issuance of non-convertible promissory note | 0 | 125 |
Repayment of non-convertible promissory note | 0 | (125) |
Proceeds from issuance of convertible promissory note | 0 | 125 |
Repayment of convertible promissory note | 0 | (125) |
Proceeds from issuance of bridge promissory note | 1,250 | 1,250 |
Proceeds from issuance of common stock in pre-closing financing | 12,250 | 0 |
Proceeds from warrant exercise | 12 | 0 |
Cash acquired in reverse recapitalization | 941 | 0 |
Payment of reverse recapitalization costs | (2,984) | 0 |
Payment of deferred stock issuance costs | (517) | (111) |
Payment of debt issuance costs | (150) | (13) |
Redemption of redeemable common stock | 0 | (124) |
Cash provided by financing activities | 10,797 | 1,007 |
Net increase (decrease) in cash and cash equivalents | 1,799 | (81) |
Cash and cash equivalents at beginning of period | 9 | 90 |
Cash and cash equivalents at end of period | 1,808 | 9 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 33 |
Supplemental disclosure or noncash activities: | ||
Issuance of stock for repayment of bridge loan | 3,333 | 0 |
Non-contingent beneficial conversion feature on convertible promissory note | 0 | 60 |
Restricted stock awards issued in satisfaction of accrued compensation | 0 | 417 |
Recognition of debt discount and additional paid-in-capital for warrants issued in connection with promissory notes | 532 | 601 |
Net liabilities acquired in connection with reverse recapitalization | 3,881 | 0 |
Conversion of promissory note | 0 | 5,337 |
Debt and deferred stock issuance costs included in accounts payable and accrued expenses | 226 | 340 |
Issuance of stock for payment of reverse recapitalization costs | 1,875 | 0 |
Issuance of warrants for payment of stock issuance costs | $ 18 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Convertible promissory notes | Bridge promissory note | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Convertible promissory notes | Additional Paid-in Capital Bridge promissory note | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 1,116 | |||||||
Beginning balance at Dec. 31, 2021 | $ 124 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||
Redemption of redeemable common stock (in shares) | (1,116) | |||||||
Redemption of redeemable common stock | $ (124) | |||||||
Ending balance (in shares) at Dec. 31, 2022 | 0 | |||||||
Ending balance at Dec. 31, 2022 | $ 0 | |||||||
Beginning balance (in shares) at Dec. 31, 2021 | 121,631 | |||||||
Beginning balance at Dec. 31, 2021 | (4,848) | $ 0 | $ 10,431 | $ (15,279) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 25 | 25 | ||||||
Issuance of warrants and non-contingent beneficial conversion feature in connection with convertible promissory note | 60 | 60 | ||||||
Warrant issuance | $ 30 | $ 571 | $ 30 | $ 571 | ||||
Conversion of convertible promissory note (in shares) | 22,172 | |||||||
Conversion of convertible promissory note | 5,337 | 5,337 | ||||||
Restricted stock awards issued in satisfaction of accrued compensation | 417 | 417 | ||||||
Redemption of redeemable common stock (in shares) | (1,116) | |||||||
Redemption of redeemable common stock | 0 | 0 | ||||||
Restricted stock vesting (in shares) | 133 | |||||||
Net loss | $ (3,217) | (3,217) | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 142,820 | 142,820 | ||||||
Ending balance at Dec. 31, 2022 | $ (1,625) | $ 0 | 16,871 | (18,496) | ||||
Ending balance (in shares) at Dec. 31, 2023 | 0 | |||||||
Ending balance at Dec. 31, 2023 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Stock-based compensation expense | 388 | 388 | ||||||
Warrant issuance | 532 | 532 | ||||||
Restricted stock vesting (in shares) | 23,501 | |||||||
Warrant exercise (in shares) | 229,645 | |||||||
Warrant exercise | 12 | 12 | ||||||
Issuance of common stock in pre-closing financing (in shares) | 173,558 | |||||||
Issuance of common stock in pre-closing financing | 11,721 | 11,721 | ||||||
Issuance of common stock for settlement of bridge note (in shares) | 7,756 | |||||||
Issuance of common stock for settlement of bridge note | 3,333 | 3,333 | ||||||
Issuance of common stock for reverse recapitalization expenses (in shares) | 4,363 | |||||||
Issuance of common stock for reverse recapitalization expenses | 1,875 | 1,875 | ||||||
Issuance of common stock to Vallon stockholders in reverse recapitalization (in shares) | 64,095 | |||||||
Issuance of common stock to Vallon stockholders in reverse recapitalization | (2,940) | (2,940) | ||||||
Net loss | $ (13,037) | (13,037) | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 645,738 | 645,738 | ||||||
Ending balance at Dec. 31, 2023 | $ 259 | $ 0 | $ 31,792 | $ (31,533) |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS GRI Bio, Inc. (GRI or the Company), based in La Jolla, CA, was incorporated in Delaware in May 2009. GRI is a clinical-stage biopharmaceutical company focused on discovering, developing, and commercializing innovative therapies that target serious diseases associated with dysregulated immune responses leading to inflammatory, fibrotic, and autoimmune disorders. The Company’s goal is to be an industry leader in developing therapies to treat these diseases and to improve the lives of patients suffering from such diseases. The Company’s lead product candidate, GRI-0621, is an oral inhibitor of type 1 Natural Killer T (iNKT I) cells and is being developed for the treatment of severe fibrotic lung diseases such as idiopathic pulmonary fibrosis (IPF). The Company’s product candidate portfolio also includes GRI-0803 and a proprietary library of 500+ compounds. GRI-0803, the lead molecule selected from the library, is a novel oral agonist of type 2 Natural Killer T (NKT II) cells and is being developed for the treatment of autoimmune disorders, with much of its preclinical work in Systemic Lupus Erythematosus Disease (SLE) or lupus and multiple sclerosis (MS). Reverse Merger with Vallon Pharmaceuticals, Inc. On April 21, 2023, pursuant to the Agreement and Plan of Merger, dated as of December 13, 2022, as amended on February 17, 2023 (the Merger Agreement), by and among the Company, GRI Bio Operations, Inc., formerly known as GRI Bio, Inc. (GRI Operations), and Vallon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), Merger Sub was merged with and into GRI Operations (the Merger), with GRI Operations surviving the Merger as a wholly owned subsidiary of the Company. In connection with the Merger, and immediately prior to the effective time of the Merger (the Effective Time), the Company effected a reverse stock split of its common stock at a ratio of 1 for 30 (the April 2023 Reverse Stock Split). On January 29, 2024, the Company effected a reverse stock split of its common stock at a ratio of one-for-seven (the January 2024 Reverse Stock Split and together with the April 2023 Reverse Stock Split, the Reverse Stock Splits)). Unless otherwise noted, all references to share and per share amounts in these financial statements reflect the Reverse Stock Splits. Also, in connection with the closing of the Merger (the Closing), the Company changed its name from “Vallon Pharmaceuticals, Inc.” to “GRI Bio, Inc.” Basis of Presentation As discussed in Note 4, the Merger was accounted for as reverse recapitalization under which the historical financial statements of the Company prior to the Merger are the historical financial statements of the accounting acquirer, GRI Operations. All common stock, per share and related information presented in the consolidated financial statements and notes prior to the Merger has been retroactively adjusted to reflect the Exchange Ratio (as defined below) and Reverse Stock Split for all periods presented, to the extent applicable. Reverse Stock Splits On April 21, 2023, in connection with the Merger, and immediately prior to the Effective Time, the Company effected the April 2023 Reverse Stock Split. On January 30, 2024, the Company effected the January 2024 Reverse Stock Split. Stockholders’ equity and all references to share and per share amounts in the accompanying financial statements have been retroactively adjusted to reflect the 1 for 30 reverse stock split and the one-for-seven reverse stock split for all periods presented. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY | LIQUIDITY These financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated any significant revenues from operations since inception and does not expect to do so in the foreseeable future. The Company has incurred operating losses since its inception in 2009 and as a result has incurred $31,533 in accumulated deficit through December 31, 2023. The Company has financed its working capital requirements to date through the issuance of equity and debt securities. As of December 31, 2023, the Company had cash of approximately $1,808. In connection with signing the Merger Agreement, the Company, GRI Operations and Altium Growth Fund, LP (Altium) entered into a Securities Purchase Agreement, dated December 13, 2022 (the Equity SPA), pursuant to which Altium agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes (as defined below) in return for the issuance of shares of GRI Operations common stock immediately prior to the consummation of the Merger. Pursuant to the Equity SPA, immediately prior to the Closing, GRI Operations issued 969,602 shares of GRI Operations common stock (the Initial Shares) to Altium and 3,878,411 shares of GRI Operations common stock (the Additional Shares) into escrow with an escrow agent for net proceeds of $11,704, after deducting offering expenses of $546. At the closing, pursuant to the Merger, the Initial Shares converted into an aggregate of 36,263 shares of the Company’s Common Stock, par value $0.0001 per share (Common Stock) and the Additional Shares converted into an aggregate of 145,052 shares of the Common Stock. On May 8, 2023, in accordance with the terms of the Equity SPA, the Company and Altium authorized the escrow agent to, subject to beneficial ownership limitations, disburse to Altium all of the shares of the Common Stock issued in exchange for the Additional Shares. On February 1, 2024, the Company entered into a securities purchase agreement (the Purchase Agreement), pursuant to which the Company agreed to issue and sell, in a public offering (the Offering), (i) 330,450 shares (the Shares) of Common Stock, (ii) 4,669,550 pre-funded warrants (the Pre-Funded Warrants) exercisable for an aggregate of 4,669,550 shares of Common Stock, (iii) 5,000,000 Series B-1 common warrants (the Series B-1 Common Warrants) exercisable for an aggregate of 5,000,000 shares of Common Stock, and (iv) 5,000,000 Series B-2 common warrants (the Series B-2 Common Warrants, and together with the Series B-1 Common Warrants, the Common Warrants) exercisable for an aggregate of 5,000,000 shares of Common Stock for gross proceeds of $5,500. The Common Warrants together with the Pre-Funded Warrants are referred to in this Annual Report on Form 10-K for the year ended December 31, 2023 (Annual Report) as the “Warrants.” The securities were offered in combinations of (a) one Share or one Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $1.10 (less $0.0001 for each Pre-Funded Warrant). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. Each Pre-Funded Warrant is exercisable for one share of Common Stock at a price per share of $0.0001 and does not expire. Each Series B-1 Common Warrant is exercisable into one share of Common Stock at a price per share of $1.10 for a five-year period after February 6,2024, the date of issuance. Each Series B-2 Common Warrant is exercisable into one share of Common Stock at a price per share of $1.10 for an 18-month period after February 6, 2024 the date of issuance. In connection with the issuance of the securities pursuant to the Purchase Agreement, the exercise price of the Series A-1 Warrants was reduced to par, or $0.0001, per share pursuant to the terms of the Series A-1 Warrants. Based on the Company’s current operating plan, the Company believes that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the second half of 2024. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital to fund its business activities, including its research and development program. The Series T Warrants issued in connection with the Merger are not presently subject to forced exercise by the Company as the equity conditions for their forced exercise, which include (among other things) a requirement that shares of the Common Stock have a value weighted average price of at least $64.47 per share for the periods specified in the Series T Warrants, are not met. The Company intends to raise capital through additional issuances of equity securities and/or short-term or long-term debt arrangements, but there can be no assurances any such financing will be available when needed, even if the Company’s research and development efforts are successful. If the Company is not able to obtain additional financing on acceptable terms and in the amounts necessary to fully fund its future operating requirements, it may be forced to reduce or discontinue its operations entirely. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES References in this Annual Report to “authoritative guidance” is meant to refer to accounting principles generally accepted in the United States of America (GAAP) as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). Principles of Consolidation The consolidated financial statements include the accounts of GRI Bio, Inc. and its wholly-owned subsidiary, GRI Bio Operations, Inc. All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. Cash and Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of December 31, 2023 and 2022 included investment in money market funds. The Company maintains its cash and cash equivalent balances at domestic financial institutions. Bank deposits with US banks are insured up to $250 by the Federal Deposits Insurance Corporation. The Company had an uninsured cash balances of $1,224 at December 31, 2023. The Company’s cash balance as of December 31, 2022 was fully insured. Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures (ASC 820), to measure the fair value of its financial statements and disclosures about fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 : Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 : Pricing inputs that are generally unobservable inputs and not corroborated by market data. As of December 31, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. At December 31, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In May 2022, Vallon Pharmaceuticals, Inc. (Vallon) issued warrants in connection with a securities purchase agreement. Vallon evaluated the warrants in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As a result, the warrants are recorded as a liability on the balance sheet. Vallon recorded the fair value of the warrants upon issuance using a Black-Scholes valuation model. The Company is required to revalue the warrants at each reporting date with any changes in fair value recorded in its statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the year ended December 31, 2023. Deferred Stock Issuance Costs Deferred stock issuance costs represent incremental legal costs incurred that are directly attributable to proposed offerings of securities. The costs are charged against the gross proceeds of the respective offering upon closing. Property and Equipment Property and equipment are stated at cost. The Company commences depreciation when the asset is placed in service. Computers and peripheral equipment are depreciated on a straight-line method over useful lives of three years. Leases The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. Lease right-of-use (ROU) assets and lease liabilities recognized in the accompanying balance sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. The Company classifies a lease as a finance lease when one or more of the following criteria are met: (i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term, (ii) the lease grants an option to purchase the underlying asset that the Company is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining useful life of the underlying asset, (iv) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company did not have any finance leases as of December 31, 2023 and 2022. A lease that does not meet any of these criteria is classified as an operating lease. At the lease commencement date, the Company recognizes an ROU asset and a lease liability for its operating leases, except its short-term operating leases with original lease terms of twelve months or less. The ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability plus any lease prepayments. The lease liability is initially measured at the present value of the lease payments not yet paid, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with a similar amount and terms as the underlying lease in a similar economic environment. That discount rate is used because the interest rate implicit in the Company’s lease contracts is typically not readily determinable. Lease modifications that grant the right to use an existing leased asset for an additional period of time (i.e., a period of time not included in the original lease agreement) are not accounted for as separate contracts; however, the lease term, classification, discount rate, and measurement of the remaining consideration due under the contract are reassessed upon execution of such modifications. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease and is included in operating expenses. Debt Discounts The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method. Debt Issuance Costs Debt issuance costs represent incremental legal costs and other costs incurred that are directly attributable to issuing debt. The costs are included as a direct reduction of the carrying amount of the respective liability and are amortized as additional interest expense over the estimated term of the debt using the effective interest method. Warrant Liability The Company evaluated the warrants issued in connection with the May 2022 registered direct financing (Note 10) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the accompanying consolidated balance sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the accompanying consolidated statements of operations in the period of change. The derivative liabilities will ultimately be converted into the Common Stock when the warrants are exercised, or will be extinguished upon expiry of the warrant term. Upon exercise, the intrinsic value of the shares issued is transferred to stockholders’ equity. The difference between the intrinsic value of the stock issued and the fair value of the warrant is recorded as gain or loss on the exchange in the accompanying consolidated statements of operations in the period of exercise. Research and Development Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third party contractors to perform research, conduct clinical trials and manufacture drug supplies and materials. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. Stock-Based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. Income Taxes Income taxes are accounted for under the asset and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected to be settled, is reflected in the Company's financial statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on the weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. As of December 31, 2023 and 2022, the Company concluded that a full valuation allowance was necessary for all of its net deferred tax assets. The Company had no amounts recorded for uncertain tax positions, interest or penalties in the accompanying consolidated financial statements. Net Loss Per Common Share Basic net loss per common share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net loss per common share is computed based on the weighted average number of shares of common stock outstanding during each year, plus the dilutive effect of options considered to be outstanding during each year, in accordance with ASC 260, Earnings Per Share . As the Company had a net loss in each of the years ended December 31, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive. Common stock equivalents excluded from the diluted net loss per common share calculations are as follows: December 31, 2023 2022 Stock options 32,642 12,781 Warrants 298,553 8,130 Restricted stock with repurchase rights — 23,500 331,195 44,411 Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The amendments in ASU 2023-09 are intended to enhance the transparency and decision usefulness of income tax disclosures through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public entities, with early adoption permitted. Management is currently evaluating the impact of this update on the Company’s financial statements. In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ( ASU 2023-06) . The amendments in ASU 2023-06 represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the Codification and align those requirements with the SEC’s regulation. For entities subject to the Security and Exchange Commission’s (SEC) existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. Management is currently evaluating the impact of this update and its effective dates but does not expect the update to have a material effect on the Company’s financial statements. On January 1, 2022, the Company adopted ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) |
MERGER WITH VALLON
MERGER WITH VALLON | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
MERGER WITH VALLON | MERGER WITH VALLON On April 21, 2023, pursuant to the Merger Agreement, Merger Sub was merged with and into Private GRI, with Private GRI surviving the Merger as a wholly owned subsidiary of the Company. In connection with the Closing, the Company amended its certificate of incorporation and bylaws to change its name from “Vallon Pharmaceuticals, Inc.” to “GRI Bio, Inc.” At the Effective Time: (a) Each share of GRI Operations Common Stock (GRI Operations Common Stock) outstanding immediately prior to the Effective Time, including any shares of GRI Operations Common Stock issued pursuant to the Equity Financing (as defined below) automatically converted solely into the right to receive a number of shares of the Company’s common stock equal to 0.0374 (the Exchange Ratio). (b) Each option to purchase shares of GRI Operations Common Stock (each, a GRI Operations Option) outstanding and unexercised immediately prior to the Effective Time under the (the GRI Operations Plan, whether or not vested, converted into and became an option to purchase shares of Common Stock, and the Company assumed the GRI Operations Plan and each such GRI Operations Option in accordance with the terms of the GRI Operations Plan (the Assumed Options). The number of shares of Common Stock subject to each Assumed Option was determined by multiplying (i) the number of shares of GRI Operations Common Stock that were subject to such GRI Operations Option, as in effect immediately prior to the Effective Time, by (ii) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Common Stock. The per share exercise price for the Common Stock issuable upon exercise of each Assumed Option was determined by dividing (A) the per share exercise price of such Assumed Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting per share exercise price up to the nearest whole cent. Any restriction on the exercise of any Assumed Option continued in full force and effect and the term, exercisability, vesting schedule and any other provisions of such Assumed Option otherwise remained unchanged. (c) Each warrant to purchase shares of GRI Operations Common Stock (the GRI Operations Warrants) outstanding immediately prior to the Effective Time was assumed by the Company and converted into a warrant to purchase Common Stock (the Assumed Warrants) and thereafter (i) each Assumed Warrant became exercisable solely for shares of Common Stock; (ii) the number of shares of Common Stock subject to each Assumed Warrant was determined by multiplying (A) the number of shares of GRI Operations Common Stock that were subject to such GRI Operations Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Common Stock; (iii) the per share exercise price for the Common Stock issuable upon exercise of each Assumed Warrant was determined by dividing (A) the exercise price per share of the GRI Operations Common Stock subject to such GRI Operations Warrant, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent. (d) The Bridge Warrants (Note 9) were exchanged for warrants (the Exchange Warrants) to purchase an aggregate of 60,227 shares of the Company’s common stock. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $103.11 per share. The Exchange warrants have been fully exercised on a cashless basis. (e) All rights with respect to GRI Operations restricted stock awards were assumed by the Company and converted into Company restricted stock awards with the number of shares subject to each restricted stock award multiplied by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of the Company’s common stock. The term, exercisability, vesting schedule and other provisions of the GRI Operations restricted stock awards otherwise remained unchanged. The Merger is accounted for as a reverse recapitalization under GAAP because the primary assets of Vallon were cash and cash equivalents. For accounting purposes, GRI Operations has been determined to be the accounting acquirer based upon the terms of the Merger and other factors including: (i) the equity holders of GRI Operations immediately prior to the Merger owned, or held rights to acquire, in the aggregate approximately 85% of the outstanding shares of the Company’s common stock and the Company’s stockholders immediately prior to the Merger owned approximately 15% of the outstanding shares of the Company’s common stock (ii) GRI Operations holds the majority (4 out of 5) of board seats of the combined company, and (iii) GRI Operations management holds the majority of key positions in the management of the combined company. Immediately after the Merger, there were 422,333 shares of the Company’s common stock outstanding. The following table shows the net liabilities assumed in the Merger: April 21, 2023 Cash and cash equivalents $ 941 Prepaid and other assets 310 Accounts payable and accrued expenses (4,190) Total net liabilities assumed (2,939) Plus: Transaction costs (2,984) Total net liabilities assumed plus transaction costs $ (5,923) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company applies the guidance in ASC 820 to account for financial assets and liabilities measured on a recurring basis. Fair value is measured as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires that fair value measurements be classified and disclosed in one of the following 3 categories: Level 1 : Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 : Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities. Level 3 : Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. There were no transfers between Level 1, 2 and 3 during the year ended December 31, 2023. The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2023: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability $ — $ — $ 3 As of December 31, 2022, the Company had no assets or liabilities measured at fair value on a recurring basis. The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2022 $ — Fair value at April 21, 2023 (date of Merger) 185 Change in valuation (182) Balance as of December 31, 2023 $ 3 The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following assumptions: December 31, 2023 Volatility 171.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 4.12 % |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT December 31, 2023 2022 Computer equipment $ 21 $ 13 Furniture and fixtures 13 13 34 26 Accumulated depreciation (26) (22) $ 8 $ 4 Depreciation expense related to property and equipment was $4 and $3 for the years ended December 31, 2023 and 2022, respectively. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office facilities under an operating lease agreement. The lease agreement requires fixed monthly rental payments as well as payments for variable monthly utilities and operating costs throughout the lease term. The Company evaluates renewal options at lease inception on an ongoing basis and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants. The table below presents the operating lease assets and liabilities recognized on the Company's consolidated balance sheets: December 31, Balance Sheet Line Item 2023 2022 Non-current operating lease assets Other assets $ 14 $ 67 Operating lease liabilities: Current operating lease liabilities Other current liabilities 14 57 Non-current operating lease liabilities Other liabilities — 14 Total operating lease liabilities $ 14 $ 71 Future minimum lease payments are due as follows: December 31, 2023 2024 14 Total 14 Less: Imputed interest — Present value of operating lease liabilities $ 14 Operating lease costs were $59 for each of the years ended December 31, 2023 and 2022, respectively. Operating lease costs are included within selling, general and administrative expenses on the consolidated statements of operations. Cash paid for amounts included in the measurement of operating lease liabilities were $65 and $54 for the years ended December 31, 2023 and 2022, respectively. This amount is included in operating activities in the consolidated statements of cash flows. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of: December 31, 2023 2022 Accrued expenses: Research and development $ 93 $ — General and administrative 441 — Payroll and related 736 33 Other — 3 Total accrued expenses $ 1,270 $ 36 |
PROMISSORY NOTES
PROMISSORY NOTES | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
PROMISSORY NOTES | PROMISSORY NOTES Bridge Financing In connection with signing the Merger Agreement, GRI Operations entered into a Securities Purchase Agreement, dated as of December 13, 2022 (Bridge SPA), with Altium, pursuant to which GRI Operations issued senior secured promissory notes (Bridge Notes) in the aggregate principal amount of $3,333, in exchange for an aggregate purchase price of $2,500. The Bridge Notes were issued in two closings: (i) the first closing for $1,667 in aggregate principal amount (in exchange for an aggregate purchase price of $1,250) closed on December 14, 2022; and (ii) the second closing for $1,667 in aggregate principal amount (in exchange for an aggregate purchase price of $1,250) closed on March 9, 2023. The Bridge Notes were secured by a lien on all of the Company’s assets. In addition, upon the funding of each tranche, Altium received warrants to purchase an aggregate of 178,927 shares of the Common Stock (the Bridge Warrants). The Bridge Warrants had an exercise price of $9.31 per share, were exercisable at any time on or after the applicable issuance date and had a term of 60 months from the date all shares underlying the Bridge Warrants were freely tradable. The $1,250 of proceeds from the first closing were allocated to the Bridge Notes and Bridge Warrants based on their relative fair values as of the commitment date, resulting in an allocation of $679 and $571, respectively. The $1,250 of proceeds from the second closing were allocated to the Bridge Notes and Bridge Warrants based on their relative fair values as of the commitment date, resulting in an allocation of $718 and $532, respectively. In addition to the Bridge SPA, and also in connection with signing the Merger Agreement, the Company, GRI Operations and Altium entered into the Equity SPA (Note 10) pursuant to which Altium agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of GRI Operations’ common stock immediately prior to the consummation of the Merger. On April 21, 2023, the Company completed the Merger and the outstanding principal and accrued interest on the Bridge Notes was cancelled and the Bridge Warrants were exchanged for the Exchange Warrants. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $103.11 per share subject to adjustments for splits and recapitalization events. The Bridge Notes were accounted for as share-settled debt under the accounting guidance in ASC 835-30 and, as such, the initial net carrying amounts were accreted to the redemption amounts using the effective interest method. The Company incurred debt issuance costs of $205 during the year ended December 31, 2022 and $90 during the year ended December 31, 2023 related to its issuance of debt under the Bridge SPA. Unamortized debt discounts and debt issuance costs totaled $1,065 as of December 31, 2022. Interest expense stemming from amortization of debt discounts and issuance costs was $2,104 for the year ended December 31, 2023. TEP Note In November 2018, GRI Operations and TEP Biotech, LLC (TEP) entered into a convertible note and warrant purchase agreement pursuant to which TEP agreed to fund up to $5,000 to GRI Operations in exchange for a convertible promissory note (the TEP Note) and a warrant to purchase up to 3,606 shares of GRI Operations’ common stock at an exercise price of $0.01 per share. The TEP Note was secured by GRI Operations’ assets and accrued simple interest on the outstanding principal balance at a rate of 12% per annum. The total outstanding principal and accrued interest balance was initially due on the earlier of GRI Operations’ next financing, as defined, and May 2, 2020. The initial $2,500 tranche under the TEP Note was funded upon execution of the agreement in November 2018. In December 2019, GRI Operations and TEP amended the TEP Note. In lieu of TEP funding the second $2,500 tranche, TEP made a first additional advance of $500 to GRI Operations in exchange for a convertible promissory note, a warrant to purchase up to 2,467 shares of GRI Operations’ common stock at an exercise price of $0.01 per share, and the assignment of GRI Operations’ rights under a certain call option agreement. The call option agreement, which was entered into in 2015, provided GRI Operations’ with the right to repurchase up to 5,674 shares of GRI Operations’ common stock held by the counterparty for $187.18 per share at any time before April 1, 2025. In July 2020, the TEP Note maturity date was extended to August 31, 2020, and in March 2021, TEP agreed to forbear on its available right to exercise remedies on account of GRI Operations’ failure to pay the past due principal and accrued interest balance until October 31, 2021. In May 2021, GRI Operations and TEP amended the TEP Note, and TEP agreed to make a second additional advance of $500 to GRI Operations in exchange for a convertible promissory note with separate, modified conversion options. In July 2022, GRI Operations and TEP further amended the TEP Note, and TEP agreed to make a third additional advance of $125 to GRI Operations in exchange for a convertible promissory note and a warrant to purchase up to 167 shares of GRI Operations’ common stock at an exercise price of $0.01 per share. In October 2022, GRI Operations and TEP entered into a conversion agreement pursuant to which, effective upon the full execution of the Merger Agreement (Note 4), $3,500 of outstanding principal under the TEP Note together with $650 of related accrued interest was to automatically convert into 22,172 shares of GRI Operations’ common stock at a conversion price of $187.18 per share. Further, upon the closing of the first tranche of the Bridge Notes, GRI Operations was to repay, in cash, the $125 third additional advance under the TEP Note along with the $15 of related accrued interest. Upon issuance of the 22,172 conversion shares and payment of the $140 principal and accrued interest balance, GRI Operations would fully satisfy all of its obligations under the TEP Note. In December 2022, upon the full execution of the Merger Agreement and the closing of the first tranche of the Bridge Notes GRI Operations issued the 22,172 conversion shares and paid the $140 principal and accrued interest balance as per the terms of the conversion agreement. The share numbers and exercise or conversion prices in this section of Note 9 entitled “TEP Note” reflect the Exchange Ratio retroactively. As part of the conversion, the $4,150 of converted principal and accrued interest, along with $863 of related forfeited accrued interest through the conversion date, were credited to stockholders’ deficit. Interest expense recognized on the TEP Note was $352 for the year ended December 31, 2022. |
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS EQUITY (DEFICIT) | STOCKHOLDERS EQUITY (DEFICIT) Common Stock In connection with signing the Merger Agreement, the Company, GRI Operations and Altium entered the Equity SPA pursuant to which Altium agreed to invest $12,250 in cash and cancel any outstanding principal and accrued interest on the Bridge Notes in return for the issuance of shares of GRI Operations’ common stock immediately prior to the consummation of the Merger. Pursuant to the Equity SPA, immediately prior to the Closing, GRI Operations issued 969,602 shares of GRI Operations’ common stock (the Initial Shares) to Altium and 3,878,411 shares of GRI Operations’ common stock (the Additional Shares) into escrow with an escrow agent for net proceeds of $11,704, after deducting offering expenses of $546. At the closing, pursuant to the Merger, the Initial Shares converted into an aggregate of 36,263 shares of the Common Stock and the Additional Shares converted into an aggregate of 145,052 shares of the Common Stock. On May 8, 2023, in accordance with the terms of the Equity SPA, the Company and Altium authorized the escrow agent to, subject to beneficial ownership limitations, disburse to Altium all of the shares of the Common Stock issued in exchange for the Additional Shares. Redeemable Common Stock In November 2018, GRI Operations entered into an agreement with a stockholder pursuant to which the stockholder had the right to require GRI Operations to purchase all or a portion of 1,116 shares of GRI Operations’ common stock held by the stockholder for $111.16 per share (the Put Right). The Put Right was exercisable (i) for a period commencing thirty days prior to the day Private GRI completed an equity or debt financing and ending fifteen In December 2022, the stockholder exercised the Put Right and GRI Operations redeemed the 1,116 shares of GRI Operations’ common stock for $124 ($111.16 per share). The redeemed shares were retired by GRI Operations. The share numbers and exercise or conversion prices in this section of Note 10 entitled “Redeemable Common Stock” reflect the Exchange Ratio retroactively. Common Stock Warrants Pursuant to the Equity SPA, on May 8, 2023, the Company issued to Altium (i) Series A-1 Warrants to purchase 181,316 shares of the Common Stock at an exercise price of $94.57, (ii) Series A-2 Warrants to purchase 163,185 shares of the Common Stock at an exercise price of $103.18 , and (iii) Series T Warrants to purchase (x) 116,353 shares of the Common Stock at an exercise price of $85.96 and (y) upon exercise of the Series T Warrants, 116,353 additional Series A-1 Warrants and Series A-2 Warrants, each to purchase 116,353 shares of the Common Stock at an exercise price of $94.57 and $103.18, respectively (collectively, the Equity Warrants). The Series A-1 Warrants have a term of 60 months from the date all shares underlying the Series A-1 Warrants are freely tradable. The A-2 warrants have a 2-year term and expire in June 2025. Series T Warrants have a term of 24 months from the date all shares underlying Series T Warrants are freely tradable. As noted in Note 2. Liquidity , the Company may force the exercise of the Series T Warrants subject to the satisfaction of certain equity conditions. The Equity Warrants include certain contingent cashless exercise features and contain certain other rights with regard to asset distributions and fundamental transactions. The exercise price of the Series A-1 Warrants is subject to adjustment for certain dilutive issuances, and all of the Equity Warrants are subject to standard antidilution adjustments. As of December 31, 2023, all of the A-2 Warrants had been exercised and all of the A-1 Warrants and T Warrants were outstanding. The Equity Warrants were classified as equity and the allocated fair value of $5,675 is included in additional paid in capital. Pursuant to the Bridge SPA, upon the funding of each tranche of the Bridge Note, Altium received the Bridge Warrants. The Bridge Warrants had an exercise price of $9.31 per share, were exercisable at any time on or after the applicable issuance date and had a term of 60 months from the date all shares underlying the Bridge Warrants are freely tradable. Upon the completion of the Merger the Bridge Warrants were exchanged for the Exchange Warrants to purchase an aggregate of 60,227 shares of the Common Stock. The Exchange Warrants contain substantively similar terms to the Bridge Warrants, and have an initial exercise price equal to $103.11 per share subject to adjustments for splits and recapitalization events. All of the Bridge Warrants had been exercised as of December 31, 2023. The Bridge Warrants were classified as equity and the allocated fair value of $2,860 is included in additional paid in capital. In connection with the Closing, GRI Operations granted its financial advisor warrants (the Advisor Warrants) to purchase shares of GRI Operations’ common stock, which, at the Effective Time, became exercisable for an aggregate of 343 shares of the Common Stock at an exercise price of $429.73 per share. The Advisor Warrants have a five-year term. All of the Advisor Warrants were outstanding as of December 31, 2023. The Advisor Warrants were classified as equity and the fair value of $18 is included in additional paid in capital. The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % In May 2022, Vallon issued warrants to purchase an aggregate of 17,619 shares of common stock at an exercise price of $197.05 per share in connection with a securities purchase agreement. The warrants have a five-year term. The warrants were classified as a liability and are revalued at each balance sheet date. The fair value of $3 as of December 31, 2023 is reflected in warrant liability on the accompanying consolidated balance sheets (Note 5). In connection with Vallon’s initial public offering in February 2021, Vallon granted the underwriters warrants (the Underwriters' Warrants) to purchase an aggregate of 542 shares of common stock at an exercise price of $2,100.00 per share. The Underwriters’ Warrants have a five-year term. As of December 31, 2023, the Company had the following warrants outstanding to purchase common stock. Number of Shares Exercise Price per Share Expiration Date 116,353 $85.96 December 2025 542 $2,100.00 February 2026 3,524 $197.05 May 2027 167 $0.01 July 2027 343 $429.73 April 2028 181,316 $94.57 December 2028 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION 2015 Equity Incentive Plan GRI Operations adopted the GRI Bio, Inc. 2015 Equity Incentive Plan, as amended (the GRI Operations Plan), that provided GRI Operations with the ability to grant stock options, restricted stock awards and other equity-based awards to employees, directors, and consultants. Stock options granted under the GRI Operations Plan generally had a contractual life of up to 10 years. Upon completion of the Merger, the Company assumed the GRI Operations Plan and 12,781 outstanding and unexercised options issued thereunder, and ceased granting awards under the GRI Operations Plan. Amended and Restated 2018 Equity Incentive Plan On April 21, 2023, the stockholders of the Company approved the Amended and Restated GRI Bio, Inc. 2018 Equity Incentive Plan, formerly the Vallon Pharmaceuticals, Inc. 2018 Equity Incentive Plan (the A&R 2018 Plan). The A&R 2018 Plan had previously been approved by the Company’s Board, subject to stockholder approval. The A&R 2018 Plan became effective on April 21, 2023, with the stockholders approving the amendment to the A&R 2018 Plan to, among other things, (i) to increase the aggregate number of shares by 24,129 shares to 30,952 shares of the Common Stock for issuance as awards under the A&R 2018 Plan, (ii) to extend the term of the A&R 2018 Plan through January 1, 2033, (iii) to prohibit any action that would be treated as a “repricing” of an award without further approval by the stockholders of Company, and (iv) to revise the limits on awards to non-employee directors. The A&R 2018 Plan provides the Company with the ability to grant stock options, restricted stock and other equity-based awards to employees, directors and consultants. Stock options granted by the Company under the A&R 2018 Plan generally have a contractual life of up to 10 years. As of December 31, 2023, awards granted under the A&R 2018 Plan representing the right to purchase or contingent right to receive up to an aggregate of 32,642 shares of the Common Stock were outstanding and 30,952 shares of the Common Stock were reserved for issuance under the A&R 2018 Plan. The number of shares reserved for issuance under the A&R 2018 Plan may be increased pursuant to the A&R 2018 Plan’s “evergreen” provision on the first day of each calendar year beginning January 1, 2024 and ending on and including January 1, 2033, by a number of shares not to exceed 4% of the aggregate number of shares of the Common Stock outstanding on the final day of the immediately preceding calendar year. The Company recorded stock-based compensation related to stock options issued under the GRI Operations Plan and A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 2022 Research and development $ — $ — General and administrative 388 25 Total $ 388 $ 25 The Company measures equity-based awards granted to employees and non-employees based on their fair value on the date of the grant and recognizes compensation expense for those awards over the requisite service period or performance-based period, which is generally the vesting period of the respective award. The measurement date for service-based equity awards is the date of grant, and equity-based compensation costs are recognized as expense over the requisite service period, which is the vesting period for certain performance-based awards. The Company records expense for performance-based awards if it concludes that it is probable that the performance condition will be achieved. The table below represents the activity of stock options granted to employees and non-employees for the year ended December 31, 2023: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2022 16,081 $ 278.17 4.71 Granted 31,608 $ 16.66 Exercised — — Forfeited (15,047) $ 251.13 Outstanding at December 31, 2023 32,642 $ 37.41 9.55 Exercisable at December 31, 2023 4,318 $ 176.27 8.81 Vested and expected to vest at December 31, 2023 32,642 $ 37.41 9.55 As of December 31, 2023, all of the outstanding and exercisable stock options were out of the money and therefore had no intrinsic value. At December 31, 2023, the unrecognized compensation cost related to unvested stock options expected to vest was $424. This unrecognized compensation is expected to be recognized over a weighted-average amortization period of 2.9 years. The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Year Ended December 31, 2023 2022 Volatility 129.54 % 90.39 % Expected term in years 5.84 5.98 Dividend rate 0.00 % 0.00 % Risk-free interest rate 4.34 % 2.00 % Fair value of common stock on grant date $ 14.91 $ 27.02 Option valuation methods, including Black-Scholes, require the input of subjective assumptions, which are discussed below. • The expected term of options is determined using the "simplified" method, as prescribed in SEC's SAB No. 107, Share Based Payment (SAB No. 107), whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company's lack of sufficient historical data. • The expected volatility is based on a weighted average of the Company's historical volatility and the volatilities of similar entities within the Company's industry which were commensurate with the expected term assumption as described in SAB No. 107. • The risk-free interest rate is based on the interest rate payable on US Treasury securities in effect at the time of grant for a period that is commensurate with the assumed expected term. • The expected dividend yield is 0% because the Company has not historically paid, and does not expect for the foreseeable future to pay, a dividend on its common stock. |
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ASSET PURCHASE AGREEMENT | ASSET PURCHASE AGREEMENT On August 22, 2023, the Company entered into Asset Purchase Agreement (the Aardvark Agreement) with Aardvark Therapeutics, Inc. (Aardvark), pursuant to which Aardvark agreed to purchase (i) the Company’s license agreement with Medice Arzneimittel Pűtter GmbH & Co. KG, dated January 6, 2020, (ii) certain patents related to the Company’s ADAIR product candidate, and (iii) files (of contract manufacturing and FDA correspondence) for a formulation described in IND No. 133072, ADAIR for the Treatment of ADHD and Narcolepsy, filed with the United States Food and Drug Administration. Under the terms of the Aardvark Agreement, the Company received an upfront cash payment of $250, which was recognized as other income. The Company is also eligible to receive potential additional milestone payments contingent upon Aardvark achieving certain future ADAIR regulatory and sales milestones. Other than the upfront payment, the Company does not anticipate the receipt of any milestone payments from Aardvark in the near term, which potential milestone payments may or may not be achieved, paid or received in the future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Employment Agreements The Company has entered into employment contracts with its officers that provide for severance and continuation of benefits in the event of termination of employment by the Company without cause or by the employee for good reason. In addition, in the event of termination of employment following a change in control, the vesting of certain equity awards may be accelerated. Separation and Release Agreement |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAX | INCOME TAX A reconciliation of income tax expense (benefit) at the US federal statutory income tax rate and the income tax provision in the financial statements is as follows: December 31, 2023 2022 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 8.4 7.7 Non-deductible items and other (12.1) (11.0) Research and development credits 1.1 — Change in valuation allowance (18.4) (17.7) Total — % — % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 12,848 $ 3,211 Share based compensation 166 177 Accruals and other 255 16 Lease liabilities — 20 Capitalized research and development costs 1,099 91 Research and development tax credits 153 — Gross deferred tax assets 14,521 3,515 Less: deferred tax liabilities — (19) Less: valuation allowance (14,521) (3,496) Net deferred tax assets $ — $ — Based on the Company’s history of losses, the Company recorded a full valuation allowance against its deferred tax assets as of December 31, 2023 and 2022. The Company increased its valuation allowance by approximately $11,025 for the year ended December 31, 2023. The Company intends to maintain a valuation allowance until sufficient positive evidence exists to support a reversal of the allowance. As of December 31, 2023, the Company had federal, state and local net operating loss carryforwards of $45,185, $29,552, and $17,772, respectively; $39,061 of the federal net operating loss carryforwards do not expire and the remaining $6,124 begin to expire in 2029. The state losses also begin to expire in 2029. The local net operating losses begin to expire in 2024. As of December 31, 2023, the Company had federal and state research and development tax credit carryforwards of $136 and $17, respectively. The federal credit carryforwards begin to expire in 2043, the state credit carryforwards do not expire. Under the provisions of Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (IRC), these net operating losses, credit carryforwards and other tax attributes may be subject to limitation based on previous significant changes in ownership and upon future significant changes in ownership of the Company, as defined by the IRC. Under the provisions of Sections 382 and 383 of the IRC, certain substantial changes in the Company’s ownership may have limited, or may limit in the future, the amount of net operating loss and credit carryforwards that can be used to reduce future income taxes if there has been a significant change in ownership of the Company, as defined by the IRC. Future owner or equity shifts could result in limitations on net operating loss and credit carryforwards. The Company files income tax returns in the US federal jurisdiction as well as California, Pennsylvania and Philadelphia. The tax years 2020 to 2023 remain open to examination by the major jurisdictions in which the Company is subject to tax. Fiscal years outside the normal statute of limitation remain open to audit by tax authorities due to tax attributes generated in those early years, which have been carried forward and may be audited in subsequent years when utilized. The Company evaluates tax positions for recognition using a more-likely-than-not recognition threshold, and those tax positions eligible for recognition are measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon the effective settlement with a taxing authority that has full knowledge of all relevant information. As of December 31, 2023 and 2022, the Company had no unrecognized income tax benefits that would affect the Company’s effective tax rate if recognized. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions yet to be determined would be related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Recapitalization On January 30, 2024, the Company effected the January 2024 Reverse Stock Split. Stockholders’ equity and all references to share and per share amounts in the accompanying financial statements have been retroactively adjusted to reflect the one-for-seven reverse stock split for all periods presented. Securities Purchase Agreement On February 1, 2024, the Company entered into the Purchase Agreement, pursuant to which the Company agreed to issue and sell, in the Offering, (i) 330,450 Shares of the Common Stock, (ii) 4,669,550 Pre-Funded Warrants exercisable for an aggregate of 4,669,550 shares of Common Stock, (iii) 5,000,000 Series B-1 Common Warrants exercisable for an aggregate of 5,000,000 shares of Common Stock, and (iv) 5,000,000 Series B-2 Common Warrants exercisable for an aggregate of 5,000,000 shares of Common Stock for gross proceeds of $5,500. The securities are being offered in combinations of (a) one Share or one Pre-Funded Warrant, together with (b) one Series B-1 Common Warrant and one Series B-2 Common Warrant, for a combined purchase price of $1.10 (less $0.0001 for each Pre-Funded Warrant). Subject to certain ownership limitations, the Warrants were exercisable upon issuance. Each Pre-Funded Warrant is exercisable for one Share of Common Stock at a price per share of $0.0001 and does not expire. Each Series B-1 Common Warrant is exercisable into one Share of Common Stock at a price per share of $1.10 for a five-year period after February 6, 2024, the date of issuance. Each Series B-2 Common Warrant is exercisable into one share of Common Stock at a price per share of $1.10 for an 18-month period after February 6, 2024, the date of issuance. In connection with the issuance of the securities pursuant to the Purchase Agreement the exercise price of the Series A-1 Warrants was reduced to par, or $0.0001, per share pursuant to the terms of the Series A-1 Warrants. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net loss | $ (13,037) | $ (3,217) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting | References in this Annual Report to “authoritative guidance” is meant to refer to accounting principles generally accepted in the United States of America (GAAP) as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of GRI Bio, Inc. and its wholly-owned subsidiary, GRI Bio Operations, Inc. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Estimates and assumptions are primarily made in relation to the valuation of share options, the embedded derivative of convertible notes, warrant issuance and subsequent revaluations, valuation allowances relating to deferred tax assets, revenue recognition, accrued expenses and estimation of the incremental borrowing rate for the finance lease. If actual results differ from the Company’s estimates, or to the extent these estimates are adjusted in future periods, the Company’s results of operations could either benefit from, or be adversely affected by, any such change in estimate. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash equivalents are highly-liquid investments that are readily convertible into cash with original maturities of three months or less when purchased and as of December 31, 2023 and 2022 included investment in money market funds. The Company maintains its cash and cash equivalent balances at domestic financial institutions. Bank deposits with US banks are insured up to $250 by the Federal Deposits Insurance Corporation. The Company had an uninsured cash balances of $1,224 at December 31, 2023. The Company’s cash balance as of December 31, 2022 was fully insured. |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, Fair Value Measurements and Disclosures (ASC 820), to measure the fair value of its financial statements and disclosures about fair value of its financial instruments. ASC 820 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by ASC 820 are described below: Level 1 : Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 : Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 : Pricing inputs that are generally unobservable inputs and not corroborated by market data. As of December 31, 2023, the Company’s financial instruments included cash, cash equivalents, prepaid expenses and other current assets, accounts payable, accrued expenses and certain liability classified warrants. The carrying amounts reported in the balance sheets for cash, cash equivalents, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer. At December 31, 2023, there were no financial assets or liabilities measured at fair value on a recurring basis other than the liability classified warrants. In May 2022, Vallon Pharmaceuticals, Inc. (Vallon) issued warrants in connection with a securities purchase agreement. Vallon evaluated the warrants in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As a result, the warrants are recorded as a liability on the balance sheet. Vallon recorded the fair value of the warrants upon issuance using a Black-Scholes valuation model. The Company is required to revalue the warrants at each reporting date with any changes in fair value recorded in its statement of operations. The valuation of the warrants is considered under Level 3 of the fair value hierarchy due to the need to use assumptions in the valuation that are both significant to the fair value measurement and unobservable. The change in the fair value of the Level 3 warrants liabilities is reflected in the statement of operations for the year ended December 31, 2023. |
Deferred Stock Issuance Costs | Deferred Stock Issuance Costs Deferred stock issuance costs represent incremental legal costs incurred that are directly attributable to proposed offerings of securities. The costs are charged against the gross proceeds of the respective offering upon closing. |
Property and Equipment | Property and Equipment |
Leases | Leases The Company determines whether an arrangement is a lease at contract inception by establishing if the contract conveys the right to use, or control the use of, identified property, plant, or equipment for a period of time in exchange for consideration. Leases may be classified as finance leases or operating leases. Lease right-of-use (ROU) assets and lease liabilities recognized in the accompanying balance sheet represent the right to use an underlying asset for the lease term and an obligation to make lease payments arising from the lease respectively. The Company classifies a lease as a finance lease when one or more of the following criteria are met: (i) the lease transfers ownership of the underlying asset to the Company by the end of the lease term, (ii) the lease grants an option to purchase the underlying asset that the Company is reasonably certain to exercise, (iii) the lease term is for the major part of the remaining useful life of the underlying asset, (iv) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (v) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. The Company did not have any finance leases as of December 31, 2023 and 2022. A lease that does not meet any of these criteria is classified as an operating lease. At the lease commencement date, the Company recognizes an ROU asset and a lease liability for its operating leases, except its short-term operating leases with original lease terms of twelve months or less. The ROU asset is initially measured at cost, which primarily comprises the initial amount of the lease liability plus any lease prepayments. The lease liability is initially measured at the present value of the lease payments not yet paid, discounted using an estimate of the Company’s incremental borrowing rate for a collateralized loan with a similar amount and terms as the underlying lease in a similar economic environment. That discount rate is used because the interest rate implicit in the Company’s lease contracts is typically not readily determinable. Lease modifications that grant the right to use an existing leased asset for an additional period of time (i.e., a period of time not included in the original lease agreement) are not accounted for as separate contracts; however, the lease term, classification, discount rate, and measurement of the remaining consideration due under the contract are reassessed upon execution of such modifications. Lease expense for operating leases is recognized on a straight-line basis over the term of the lease and is included in operating expenses. |
Debt Discounts and Debt Issuance Costs | Debt Discounts The relative fair values of warrants and common shares issued and call option rights assigned in connection with principal advances under promissory notes, the increases in fair values of embedded conversion options in connection with convertible promissory note modifications, and the intrinsic values of non-contingent beneficial conversion features were recorded as debt discounts that are amortized as additional interest expense over the estimated terms of the notes using the effective interest method. Debt Issuance Costs Debt issuance costs represent incremental legal costs and other costs incurred that are directly attributable to issuing debt. The costs are included as a direct reduction of the carrying amount of the respective liability and are amortized as additional interest expense over the estimated term of the debt using the effective interest method. |
Warrant Liability | Warrant Liability The Company evaluated the warrants issued in connection with the May 2022 registered direct financing (Note 10) in accordance with ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (ASC 815-40), and concluded that a provision in the warrants related to the reduction of the exercise price in certain circumstances precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the accompanying consolidated balance sheets and measured at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement , with changes in fair value recognized in the accompanying consolidated statements of operations in the period of change. The derivative liabilities will ultimately be converted into the Common Stock when the warrants are exercised, or will be extinguished upon expiry of the warrant term. Upon exercise, the intrinsic value of the shares issued is transferred to stockholders’ equity. The difference between the intrinsic value of the stock issued and the fair value of the warrant is recorded as gain or loss on the exchange in the accompanying consolidated statements of operations in the period of exercise. |
Research and Development | Research and Development |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for employee and non-employee stock-based compensation in accordance with ASC Topic 718, Stock-Based Compensation (ASC 718). ASC 718 requires that such transactions be accounted for using a fair value-based method. The estimated fair value of the options is amortized over the vesting period, based on the fair value of the options on the date granted, and is calculated using the Black-Scholes option-pricing model. The Company accounts for forfeitures as incurred. In considering the fair value of the underlying stock when the Company granted options, the Company considered several factors including the fair values established by market transactions. Stock option-based compensation includes estimates and judgments of when stock options might be exercised and stock price volatility. The timing of option exercises is out of the Company's control and depends upon a number of factors including the Company's market value and the financial objectives of the option holders. These estimates can have a material impact on the stock compensation expense but will have no impact on the cash flows. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from original estimates, such amounts are recorded as a cumulative adjustment in the period the estimates are revised. The Company uses the expected term, rather than the contractual term, for both employee and consultant options issued. |
Income Taxes | Income Taxes |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is computed based on the weighted average number of shares of common stock outstanding during each year. Diluted net loss per common share is computed based on the weighted average number of shares of common stock outstanding during each year, plus the dilutive effect of options considered to be outstanding during each year, in accordance with ASC 260, Earnings Per Share . As the Company had a net loss in each of the years ended December 31, 2023 and 2022, diluted net loss per common share is the same as basic net loss per common share for the period because the effects of potentially dilutive securities are antidilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company considers the applicability and impact of all ASUs. ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements. In December 2023, FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). The amendments in ASU 2023-09 are intended to enhance the transparency and decision usefulness of income tax disclosures through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public entities, with early adoption permitted. Management is currently evaluating the impact of this update on the Company’s financial statements. In October 2023, FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative ( ASU 2023-06) . The amendments in ASU 2023-06 represent changes to clarify or improve disclosure and presentation requirements of a variety of topics in the Codification and align those requirements with the SEC’s regulation. For entities subject to the Security and Exchange Commission’s (SEC) existing disclosure requirements, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. Management is currently evaluating the impact of this update and its effective dates but does not expect the update to have a material effect on the Company’s financial statements. On January 1, 2022, the Company adopted ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Common Stock Equivalents Excluded From Diluted Net Loss Per Share Calculation | Common stock equivalents excluded from the diluted net loss per common share calculations are as follows: December 31, 2023 2022 Stock options 32,642 12,781 Warrants 298,553 8,130 Restricted stock with repurchase rights — 23,500 331,195 44,411 |
MERGER WITH VALLON (Tables)
MERGER WITH VALLON (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of the Net Liabilities Assumed in the Merger | The following table shows the net liabilities assumed in the Merger: April 21, 2023 Cash and cash equivalents $ 941 Prepaid and other assets 310 Accounts payable and accrued expenses (4,190) Total net liabilities assumed (2,939) Plus: Transaction costs (2,984) Total net liabilities assumed plus transaction costs $ (5,923) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents, for each of the fair value hierarchy levels required under ASC 820, the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2023: Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Liabilities: Warrant liability $ — $ — $ 3 |
Schedule of Activity for the Liability Measured at Estimated Fair Value Using Unobservable Inputs | The following table presents the changes is the fair value of the Level 3 liability: Warrant Liability Fair value as of December 31, 2022 $ — Fair value at April 21, 2023 (date of Merger) 185 Change in valuation (182) Balance as of December 31, 2023 $ 3 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following assumptions: December 31, 2023 Volatility 171.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 4.12 % The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | December 31, 2023 2022 Computer equipment $ 21 $ 13 Furniture and fixtures 13 13 34 26 Accumulated depreciation (26) (22) $ 8 $ 4 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The table below presents the operating lease assets and liabilities recognized on the Company's consolidated balance sheets: December 31, Balance Sheet Line Item 2023 2022 Non-current operating lease assets Other assets $ 14 $ 67 Operating lease liabilities: Current operating lease liabilities Other current liabilities 14 57 Non-current operating lease liabilities Other liabilities — 14 Total operating lease liabilities $ 14 $ 71 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments are due as follows: December 31, 2023 2024 14 Total 14 Less: Imputed interest — Present value of operating lease liabilities $ 14 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of: December 31, 2023 2022 Accrued expenses: Research and development $ 93 $ — General and administrative 441 — Payroll and related 736 33 Other — 3 Total accrued expenses $ 1,270 $ 36 |
STOCKHOLDERS EQUITY (DEFICIT) (
STOCKHOLDERS EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | The Black-Scholes valuation model was used to estimate the fair value of the warrants with the following assumptions: December 31, 2023 Volatility 171.0 % Expected term in years 2.5 Dividend rate 0.0 % Risk-free interest rate 4.12 % The Black-Scholes option-pricing model was used to estimate the fair value of the Equity Warrants, the Exchange Warrants and the Advisor Warrants with the following weighted-average assumptions: Volatility 167.6 % Expected term in years 1.69 Dividend rate 0.0 % Risk-free interest rate 4.37 % |
Schedule of Warrants Outstanding to Purchase Common Stock | As of December 31, 2023, the Company had the following warrants outstanding to purchase common stock. Number of Shares Exercise Price per Share Expiration Date 116,353 $85.96 December 2025 542 $2,100.00 February 2026 3,524 $197.05 May 2027 167 $0.01 July 2027 343 $429.73 April 2028 181,316 $94.57 December 2028 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation related to stock options issued under the GRI Operations Plan and A&R 2018 Plan in the following expense categories of its accompanying statements of operations for the years ended December 31, 2023 and 2022: For the Year Ended December 31, 2023 2022 Research and development $ — $ — General and administrative 388 25 Total $ 388 $ 25 |
Schedule of Activity of Stock Options Granted | The table below represents the activity of stock options granted to employees and non-employees for the year ended December 31, 2023: Number of options Weighted average exercise price Weighted average remaining contractual term (years) Outstanding at December 31, 2022 16,081 $ 278.17 4.71 Granted 31,608 $ 16.66 Exercised — — Forfeited (15,047) $ 251.13 Outstanding at December 31, 2023 32,642 $ 37.41 9.55 Exercisable at December 31, 2023 4,318 $ 176.27 8.81 Vested and expected to vest at December 31, 2023 32,642 $ 37.41 9.55 |
Schedule of Valuation Assumptions | The Black-Scholes option-pricing model was used to estimate the grant date fair value of each stock option grant at the time of grant using the following weighted-average assumptions: For the Year Ended December 31, 2023 2022 Volatility 129.54 % 90.39 % Expected term in years 5.84 5.98 Dividend rate 0.00 % 0.00 % Risk-free interest rate 4.34 % 2.00 % Fair value of common stock on grant date $ 14.91 $ 27.02 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to the Effective Income tax Rate | A reconciliation of income tax expense (benefit) at the US federal statutory income tax rate and the income tax provision in the financial statements is as follows: December 31, 2023 2022 Expected income tax benefit at the federal statutory rate 21.0 % 21.0 % State and local taxes, net of federal benefit 8.4 7.7 Non-deductible items and other (12.1) (11.0) Research and development credits 1.1 — Change in valuation allowance (18.4) (17.7) Total — % — % |
Schedule of Deferred Tax Assets | The principal components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred tax assets: Federal and state net operating loss carryforwards $ 12,848 $ 3,211 Share based compensation 166 177 Accruals and other 255 16 Lease liabilities — 20 Capitalized research and development costs 1,099 91 Research and development tax credits 153 — Gross deferred tax assets 14,521 3,515 Less: deferred tax liabilities — (19) Less: valuation allowance (14,521) (3,496) Net deferred tax assets $ — $ — |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) | Jan. 30, 2024 | Jan. 29, 2024 | Apr. 21, 2023 |
Class of Stock [Line Items] | |||
Reverse stock split ratio | 0.0333 | ||
Subsequent Event | |||
Class of Stock [Line Items] | |||
Reverse stock split ratio | 0.1429 | 0.14290 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||||
Feb. 01, 2024 | Apr. 21, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | May 08, 2023 | Jul. 31, 2022 | Dec. 31, 2019 | Nov. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||
Accumulated deficit | $ (31,533) | $ (18,496) | |||||||
Cash and cash equivalents | 1,808 | 9 | |||||||
Related Party Transaction [Line Items] | |||||||||
Accumulated deficit | (31,533) | (18,496) | |||||||
Cash and cash equivalents | $ 1,808 | $ 9 | |||||||
Common stock, shares issued (in shares) | 645,738 | 142,820 | |||||||
Common stock placed into escrow (in shares) | 3,878,411 | ||||||||
Proceeds from issuance of common stock in pre-closing financing | $ 11,704 | $ 12,250 | $ 0 | ||||||
Offering expenses | $ 546 | ||||||||
Common stock, par value (in usd per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Number of shares called by warrants (in shares) | 167 | 2,467 | 3,606 | ||||||
Warrant exercise price (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Subsequent Event | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Sale of stock (in shares) | 330,450 | ||||||||
Net proceeds from sale of stock | $ 5,500 | ||||||||
Number of securities issued (in shares) | 1 | ||||||||
Sale of stock, price per share (in usd per share) | $ 1.10 | ||||||||
Prefunded Warrants | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 0.0001 | ||||||||
Number of shares called by each warrant | 1 | ||||||||
Prefunded Warrants | Subsequent Event | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares called by warrants (in shares) | 4,669,550 | ||||||||
Number of warrant shares (in shares) | 4,669,550 | ||||||||
Number of securities issued (in shares) | 1 | ||||||||
Series B-1 common warrants | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 1.10 | ||||||||
Number of shares called by each warrant | 1 | ||||||||
Warrants and rights outstanding, term | 5 years | ||||||||
Series B-1 common warrants | Subsequent Event | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares called by warrants (in shares) | 5,000,000 | ||||||||
Number of warrant shares (in shares) | 5,000,000 | ||||||||
Number of securities issued (in shares) | 1 | ||||||||
Series B-2 common warrants | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 1.10 | ||||||||
Number of shares called by each warrant | 1 | ||||||||
Warrants and rights outstanding, term | 18 months | ||||||||
Series B-2 common warrants | Subsequent Event | Public Offering | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares called by warrants (in shares) | 5,000,000 | ||||||||
Number of warrant shares (in shares) | 5,000,000 | ||||||||
Number of securities issued (in shares) | 1 | ||||||||
Series A-1 Warrants | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 0.0001 | ||||||||
Series T Warrants | Weighted Average | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock price (in usd per share) | $ 64.47 | ||||||||
Common Stock | |||||||||
Related Party Transaction [Line Items] | |||||||||
Conversion of stock (in shares) | 36,263 | ||||||||
Additional shares converted into common stock (in shares) | 145,052 | ||||||||
Investor | |||||||||
Related Party Transaction [Line Items] | |||||||||
Investment in cash | $ 12,250 | ||||||||
Common stock, shares issued (in shares) | 969,602 | ||||||||
Investor | Series A-1 Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of shares called by warrants (in shares) | 181,316 | ||||||||
Warrant exercise price (in usd per share) | $ 94.57 | ||||||||
Warrants and rights outstanding, term | 60 months | ||||||||
Investor | Series T Warrants | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant exercise price (in usd per share) | $ 85.96 | ||||||||
Warrants and rights outstanding, term | 24 months |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
FDIC insured amount | $ 250 |
Uninsured cash balances | $ 1,224 |
Computers | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Peripheral Equipment | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Diluted Net Loss Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 331,195 | 44,411 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 32,642 | 12,781 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 298,553 | 8,130 |
Restricted stock with repurchase rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 23,500 |
MERGER WITH VALLON - Narrative
MERGER WITH VALLON - Narrative (Details) | Apr. 21, 2023 $ / shares shares | Dec. 31, 2023 shares | Apr. 22, 2023 shares | Apr. 20, 2023 | Dec. 31, 2022 shares | Jul. 31, 2022 $ / shares shares | Dec. 31, 2019 $ / shares shares | Nov. 30, 2018 $ / shares shares |
Business Acquisition [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 167 | 2,467 | 3,606 | |||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Ownership percentage in common stock (as a percent) | 15% | |||||||
Common stock, shares outstanding (in shares) | 645,738 | 422,333 | 142,820 | |||||
Issuance of common stock for reverse recapitalization expenses (in shares) | 4,363 | |||||||
GRI Operations | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock, exchange ratio | 0.0374 | |||||||
Ownership percentage in common stock (as a percent) | 85% | |||||||
Exchange Warrants | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares called by warrants (in shares) | 60,227 | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 103.11 |
MERGER WITH VALLON - Schedule o
MERGER WITH VALLON - Schedule of the Net Liabilities Assumed in the Merger (Details) $ in Thousands | Apr. 21, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash and cash equivalents | $ 941 |
Prepaid and other assets | 310 |
Accounts payable and accrued expenses | (4,190) |
Total net liabilities assumed | (2,939) |
Plus: Transaction costs | (2,984) |
Total net liabilities assumed plus transaction costs | $ (5,923) |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Quoted Prices in Active Markets (Level 1) | |
Liabilities: | |
Warrant liability | $ 0 |
Significant Other Observable Inputs (Level 2) | |
Liabilities: | |
Warrant liability | 0 |
Significant Other Unobservable Inputs (Level 3) | |
Liabilities: | |
Warrant liability | $ 3 |
FAIR VALUE MEASUREMENTS - Liabi
FAIR VALUE MEASUREMENTS - Liability Measured at Estimated Fair Value (Details) - Warrant Liability $ in Thousands | 8 Months Ended |
Dec. 31, 2023 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Fair value at beginning of period | $ 185 |
Change in valuation | (182) |
Balance as of December 31, 2023 | $ 3 |
FAIR VALUE MEASUREMENTS - Deriv
FAIR VALUE MEASUREMENTS - Derivative Liability Measurement Inputs (Details) - Weighted Average | Dec. 31, 2023 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 1.710 |
Expected term in years | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 2.5 |
Dividend rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants outstanding, measurement input | 0.0412 |
PROPERTY AND EQUIPMENT - Schedu
PROPERTY AND EQUIPMENT - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 34 | $ 26 |
Accumulated depreciation | (26) | (22) |
Property and equipment, net | 8 | 4 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21 | 13 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 13 | $ 13 |
PROPERTY AND EQUIPMENT - Narrat
PROPERTY AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 4 | $ 3 |
LEASES - Schedule of Operating
LEASES - Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Non-current operating lease assets | $ 14 | $ 67 |
Operating lease liabilities: | ||
Current operating lease liabilities | 14 | 57 |
Non-current operating lease liabilities | 0 | 14 |
Total operating lease liabilities | $ 14 | $ 71 |
LEASES - Schedule of Future Min
LEASES - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 14 | |
Total | 14 | |
Less: Imputed interest | 0 | |
Present value of operating lease liabilities | $ 14 | $ 71 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease, cost | $ 59 | $ 59 |
Operating lease payments | $ 65 | $ 54 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses: | ||
Research and development | $ 93 | $ 0 |
General and administrative | 441 | 0 |
Payroll and related | 736 | 33 |
Other | 0 | 3 |
Total accrued expenses | $ 1,270 | $ 36 |
PROMISSORY NOTES - Bridge Finan
PROMISSORY NOTES - Bridge Financing (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||
Apr. 21, 2023 USD ($) $ / shares shares | Mar. 09, 2023 USD ($) $ / shares shares | Dec. 14, 2022 USD ($) | Dec. 13, 2022 USD ($) closing | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 08, 2023 $ / shares shares | Jul. 31, 2022 $ / shares shares | Dec. 31, 2019 $ / shares shares | Nov. 30, 2018 $ / shares shares | |
Debt Instrument [Line Items] | ||||||||||
Number of shares called by warrants (in shares) | shares | 167 | 2,467 | 3,606 | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Proceeds from issuance of notes | $ 1,250 | $ 1,250 | ||||||||
Unamortized debt discounts and debt issuance costs | 1,065 | |||||||||
Amortization of debt discounts and issuance costs | 2,104 | 217 | ||||||||
Exchange Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares called by warrants (in shares) | shares | 60,227 | |||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 103.11 | |||||||||
Bridge SPA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs | $ 90 | $ 205 | ||||||||
Investor | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Investment in cash | $ 12,250 | |||||||||
Investor | Bridge Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Number of shares called by warrants (in shares) | shares | 178,927 | 60,227 | ||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 9.31 | $ 9.31 | ||||||||
Warrants and rights outstanding, term | 60 months | 60 months | ||||||||
Proceeds from issuance of notes | $ 532 | $ 571 | ||||||||
Investor | Exchange Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrant exercise price (in usd per share) | $ / shares | $ 103.11 | $ 103.11 | ||||||||
Investor | Bridge SPA | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 1,667 | 1,667 | $ 3,333 | |||||||
Aggregate purchase price | 1,250 | 1,250 | $ 2,500 | |||||||
Number of closings | closing | 2 | |||||||||
Proceeds from issuance of notes | $ 718 | $ 679 |
PROMISSORY NOTES - TEP Note (De
PROMISSORY NOTES - TEP Note (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | May 31, 2021 | Dec. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||||||
Number of shares called by warrants (in shares) | 167 | 2,467 | 3,606 | ||||||
Warrant exercise price (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Proceeds from issuance of bridge promissory note | $ 1,250,000 | $ 1,250,000 | |||||||
Common stock, shares issued (in shares) | 142,820 | 645,738 | 142,820 | ||||||
Number of shares to be issued upon conversion | 22,172 | ||||||||
Conversion price (in usd per share) | $ 187.18 | ||||||||
Conversion of convertible promissory note | $ 0 | $ 5,337,000 | |||||||
Call Option | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock, shares issued (in shares) | 5,674 | ||||||||
Call option price (in usd per share) | $ 187.18 | ||||||||
Convertible Notes Payable | TEP Note | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 2,500,000 | $ 5,000,000 | |||||||
Note interest rate | 12% | ||||||||
Proceeds from issuance of bridge promissory note | $ 125,000 | $ 500,000 | $ 500,000 | $ 2,500,000 | |||||
Principal amount of debt to be converted | $ 3,500,000 | ||||||||
Amount of accrued interest to be converted | 650,000 | ||||||||
Long-term debt, gross | 125,000 | ||||||||
Accrued interest | 15,000 | ||||||||
Long-term debt, including interest | $ 140,000 | ||||||||
Payment of notes payable | $ 140,000 | ||||||||
Conversion of convertible promissory note | 4,150,000 | ||||||||
Accrued interest forfeited | $ 863,000 | ||||||||
Interest expense | $ 352,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 21, 2023 | Dec. 31, 2022 | Nov. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | May 08, 2023 | Mar. 09, 2023 | Jul. 31, 2022 | May 31, 2022 | Feb. 28, 2021 | Dec. 31, 2019 | |
Class of Stock [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 142,820 | 645,738 | 142,820 | ||||||||
Common stock placed into escrow (in shares) | 3,878,411 | ||||||||||
Proceeds from issuance of common stock in pre-closing financing | $ 11,704 | $ 12,250 | $ 0 | ||||||||
Offering expenses | $ 546 | ||||||||||
Stock repurchased during period, value | $ 124 | ||||||||||
Number of shares called by warrants (in shares) | 3,606 | 167 | 2,467 | ||||||||
Warrant exercise price (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Warrant liability | $ 0 | 3 | $ 0 | ||||||||
Exchange Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 60,227 | ||||||||||
Warrant exercise price (in usd per share) | $ 103.11 | ||||||||||
Banker Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ 429.73 | ||||||||||
Number of warrant shares (in shares) | 343 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Underwriters' Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 542 | ||||||||||
Warrant exercise price (in usd per share) | $ 2,100 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Put Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares issued (in shares) | 1,116 | ||||||||||
Put right, share price (in usd per share) | $ 111.16 | ||||||||||
Exercisable, commencement period | 30 days | ||||||||||
Exercisable, end period | 15 days | ||||||||||
Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion of stock (in shares) | 36,263 | ||||||||||
Additional shares converted into common stock (in shares) | 145,052 | ||||||||||
Vallon | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 17,619 | ||||||||||
Warrant exercise price (in usd per share) | $ 197.05 | ||||||||||
Warrants and rights outstanding, term | 5 years | ||||||||||
Investor | |||||||||||
Class of Stock [Line Items] | |||||||||||
Investment in cash | $ 12,250 | ||||||||||
Common stock, shares issued (in shares) | 969,602 | ||||||||||
Investor | Series A-1 Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 181,316 | ||||||||||
Warrant exercise price (in usd per share) | $ 94.57 | ||||||||||
Warrants and rights outstanding, term | 60 months | ||||||||||
Investor | Series A-2 Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 163,185 | ||||||||||
Warrant exercise price (in usd per share) | $ 103.18 | ||||||||||
Warrants and rights outstanding, term | 2 years | ||||||||||
Investor | Series T Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ 85.96 | ||||||||||
Warrants and rights outstanding, term | 24 months | ||||||||||
Investor | Equity Warrants - Series A-1 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 116,353 | ||||||||||
Warrant exercise price (in usd per share) | $ 94.57 | ||||||||||
Investor | Equity Warrants - Series A-2 | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 116,353 | ||||||||||
Warrant exercise price (in usd per share) | $ 103.18 | ||||||||||
Investor | Bridge Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares called by warrants (in shares) | 60,227 | 178,927 | |||||||||
Warrant exercise price (in usd per share) | $ 9.31 | $ 9.31 | |||||||||
Warrants and rights outstanding, term | 60 months | 60 months | |||||||||
Investor | Exchange Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrant exercise price (in usd per share) | $ 103.11 | $ 103.11 | |||||||||
Investor | Additional Paid-in Capital | Equity Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants included in equity | 5,675 | ||||||||||
Investor | Additional Paid-in Capital | Bridge Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants included in equity | 2,860 | ||||||||||
Investor | Additional Paid-in Capital | Banker Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Warrants included in equity | $ 18 |
STOCKHOLDERS EQUITY (DEFICIT) -
STOCKHOLDERS EQUITY (DEFICIT) - Estimate of the Fair Value of the Warrants and Assumptions (Details) - Weighted Average | Dec. 31, 2023 |
Volatility | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 1.710 |
Volatility | Equity Warrants, Exchange Warrants and Banker Warrants | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 1.676 |
Expected term in years | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 2.5 |
Expected term in years | Equity Warrants, Exchange Warrants and Banker Warrants | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 1,690 |
Dividend rate | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 0 |
Dividend rate | Equity Warrants, Exchange Warrants and Banker Warrants | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 0 |
Risk-free interest rate | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 0.0412 |
Risk-free interest rate | Equity Warrants, Exchange Warrants and Banker Warrants | |
Class of Stock [Line Items] | |
Warrants outstanding, measurement input | 0.0437 |
STOCKHOLDERS EQUITY (DEFICIT)_2
STOCKHOLDERS EQUITY (DEFICIT) - Schedule of Warrants Outstanding to Purchase Common Stock (Details) - $ / shares | Dec. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2019 | Nov. 30, 2018 |
Class of Stock [Line Items] | ||||
Exercise Price per Share (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |
Number of shares called by warrants (in shares) | 167 | 2,467 | 3,606 | |
Warrants Expiring In December 2025 | ||||
Class of Stock [Line Items] | ||||
Number of Shares (in shares) | 116,353 | |||
Exercise Price per Share (in usd per share) | $ 85.96 | |||
Warrants Expiring In February 2026 | ||||
Class of Stock [Line Items] | ||||
Exercise Price per Share (in usd per share) | $ 2,100 | |||
Number of shares called by warrants (in shares) | 542 | |||
Warrants Expiring In May 2027 | ||||
Class of Stock [Line Items] | ||||
Number of Shares (in shares) | 3,524 | |||
Exercise Price per Share (in usd per share) | $ 197.05 | |||
Warrants Expiring In July 2027 | ||||
Class of Stock [Line Items] | ||||
Number of Shares (in shares) | 167 | |||
Exercise Price per Share (in usd per share) | $ 0.01 | |||
Warrants Expiring In April 2028 | ||||
Class of Stock [Line Items] | ||||
Number of Shares (in shares) | 343 | |||
Exercise Price per Share (in usd per share) | $ 429.73 | |||
Warrants Expiring in December 2028 | ||||
Class of Stock [Line Items] | ||||
Number of Shares (in shares) | 181,316 | |||
Exercise Price per Share (in usd per share) | $ 94.57 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Apr. 21, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of shares outstanding | 32,642 | 16,081 | |
Outstanding, intrinsic value | $ 0 | ||
Unrecognized compensation cost | $ 424 | ||
Stock options | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation, weighted average amortization period (in years) | 2 years 10 months 24 days | ||
2015 Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of shares outstanding | 12,781 | ||
2015 Plan | Stock options | Maximum | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock awards, contractual life (in years) | 10 years | ||
A&R 2918 Plan | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Number of additional shares authorized | 24,129 | ||
Number of shares authorized | 30,952 | 32,642 | |
Common shares reserved for future awards (in shares) | 30,952 | ||
Maximum increase in shares reserved for issuance as a percentage of aggregate common stock outstanding | 4% | ||
A&R 2918 Plan | Stock options | Maximum | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock awards, contractual life (in years) | 10 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 388 | $ 25 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | 0 | 0 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation | $ 388 | $ 25 |
STOCK-BASED COMPENSATION - Acti
STOCK-BASED COMPENSATION - Activity of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Number of options | ||
Outstanding, Beginning Balance (in shares) | 16,081 | |
Granted (in shares) | 31,608 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (15,047) | |
Outstanding, Ending Balance (in shares) | 32,642 | 16,081 |
Exercisable, Ending Balance (in shares) | 4,318 | |
Vested and expected to vest (in shares) | 32,642 | |
Weighted average exercise price | ||
Outstanding, Beginning Balance (in usd per share) | $ 278.17 | |
Granted (in usd per share) | 16.66 | |
Exercised (in usd per share) | 0 | |
Forfeited (in usd per share) | 251.13 | |
Outstanding, Ending Balance (in usd per share) | 37.41 | $ 278.17 |
Exercisable, Ending Balance (in usd per share) | 176.27 | |
Vested and expected to vest (in usd per share) | $ 37.41 | |
Weighted average remaining contractual term (years) | ||
Outstanding (years) | 9 years 6 months 18 days | 4 years 8 months 15 days |
Exercisable (years) | 8 years 9 months 21 days | |
Vested and expected to vest (years) | 9 years 6 months 18 days |
STOCK-BASED COMPENSATION - Assu
STOCK-BASED COMPENSATION - Assumptions Used to Estimate Fair Value of Options (Details) - Stock options - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility (as a percent) | 129.54% | 90.39% |
Expected term in years | 5 years 10 months 2 days | 5 years 11 months 23 days |
Dividend rate | 0% | 0% |
Risk-free interest rate | 4.34% | 2% |
Fair value of common stock on grant date (in usd per share) | $ 14.91 | $ 27.02 |
ASSET PURCHASE AGREEMENT (Detai
ASSET PURCHASE AGREEMENT (Details) $ in Thousands | Aug. 22, 2023 USD ($) |
Aardvark Therapeutics, Inc. | |
Business Acquisition [Line Items] | |
Upfront cash payment | $ 250 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Former Chief Executive Officer | Apr. 21, 2023 |
Loss Contingencies [Line Items] | |
COBRA benefits, payment period (in months) | 18 months |
Percentage of target bonus (as a percent) | 150% |
INCOME TAX - Reconciliation of
INCOME TAX - Reconciliation of Federal Statutory Income Tax Rate to the Effective Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at the federal statutory rate | 21% | 21% |
State and local taxes, net of federal benefit | 8.40% | 7.70% |
Non-deductible items and other | (12.10%) | (11.00%) |
Research and development credits | 1.10% | 0% |
Change in valuation allowance | (18.40%) | (17.70%) |
Total | 0% | 0% |
INCOME TAX- Components of Defer
INCOME TAX- Components of Deferred Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal and state net operating loss carryforwards | $ 12,848 | $ 3,211 |
Share based compensation | 166 | 177 |
Accruals and other | 255 | 16 |
Lease liabilities | 0 | 20 |
Capitalized research and development costs | 1,099 | 91 |
Research and development tax credits | 153 | 0 |
Gross deferred tax assets | 14,521 | 3,515 |
Less: deferred tax liabilities | 0 | (19) |
Less: valuation allowance | (14,521) | (3,496) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX - Narrative (Details
INCOME TAX - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance, increase | $ 11,025 | |
Unrecognized tax benefits that would affect effective tax rate if recognized | 0 | $ 0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 45,185 | |
Operating loss carryforwards, not subject to expiration | 39,061 | |
Operating loss carryforwards subject to expiration | 6,124 | |
Federal | Research Tax Credit Carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward | 136 | |
State | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | 29,552 | |
State | Research Tax Credit Carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward | 17 | |
Local | ||
Income Tax Contingency [Line Items] | ||
Operating loss carryforwards | $ 17,772 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | Feb. 01, 2024 USD ($) $ / shares shares | Jan. 30, 2024 | Jan. 29, 2024 | Apr. 21, 2023 | Jul. 31, 2022 $ / shares shares | Dec. 31, 2019 $ / shares shares | Nov. 30, 2018 $ / shares shares |
Subsequent Event [Line Items] | |||||||
Reverse stock split ratio | 0.0333 | ||||||
Number of shares called by warrants (in shares) | 167 | 2,467 | 3,606 | ||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Reverse stock split ratio | 0.1429 | 0.14290 | |||||
Subsequent Event | Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Sale of stock (in shares) | 330,450 | ||||||
Net proceeds from sale of stock | $ | $ 5,500 | ||||||
Number of securities issued (in shares) | 1 | ||||||
Sale of stock, price per share (in usd per share) | $ / shares | $ 1.10 | ||||||
Subsequent Event | Prefunded Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.0001 | ||||||
Number of shares called by each warrant | 1 | ||||||
Subsequent Event | Prefunded Warrants | Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrant shares (in shares) | 4,669,550 | ||||||
Number of shares called by warrants (in shares) | 4,669,550 | ||||||
Number of securities issued (in shares) | 1 | ||||||
Subsequent Event | Series B-1 common warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.10 | ||||||
Number of shares called by each warrant | 1 | ||||||
Warrants and rights outstanding, term | 5 years | ||||||
Subsequent Event | Series B-1 common warrants | Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrant shares (in shares) | 5,000,000 | ||||||
Number of shares called by warrants (in shares) | 5,000,000 | ||||||
Number of securities issued (in shares) | 1 | ||||||
Subsequent Event | Series B-2 common warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 1.10 | ||||||
Number of shares called by each warrant | 1 | ||||||
Warrants and rights outstanding, term | 18 months | ||||||
Subsequent Event | Series B-2 common warrants | Public Offering | |||||||
Subsequent Event [Line Items] | |||||||
Number of warrant shares (in shares) | 5,000,000 | ||||||
Number of shares called by warrants (in shares) | 5,000,000 | ||||||
Number of securities issued (in shares) | 1 | ||||||
Subsequent Event | Series A-1 Warrants | |||||||
Subsequent Event [Line Items] | |||||||
Warrant exercise price (in usd per share) | $ / shares | $ 0.0001 |
Uncategorized Items - ck0001824
Label | Element | Value |
Warrant Liability [Member] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue | $ 0 |