Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 18, 2024 | Jun. 30, 2023 | |
Document Information Line Items | |||
Entity Registrant Name | DERMATA THERAPEUTICS, INC. | ||
Entity Central Index Key | 0001853816 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Ex Transition Period | true | ||
Entity Common Stock Shares Outstanding | 6,660,840 | ||
Entity Public Float | $ 4.8 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 001-40739 | ||
Entity Incorporation State Country Code | DE | ||
Entity Tax Identification Number | 86-3218736 | ||
Entity Address Address Line 1 | 3525 Del Mar Heights Rd. | ||
Entity Address Address Line 2 | 322 | ||
Entity Address City Or Town | San Diego | ||
Entity Address State Or Province | CA | ||
Entity Address Postal Zip Code | 92130 | ||
City Area Code | 858 | ||
Icfr Auditor Attestation Flag | false | ||
Auditor Firm Id | 659 | ||
Local Phone Number | 800-2543 | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | San Diego, California | ||
Common Stock [Member] | |||
Document Information Line Items | |||
Security 12b Title | Common Stock, par value $0.0001 per share | ||
Trading Symbol | DRMA | ||
Security Exchange Name | NASDAQ | ||
Warrants, exercisable for one share of Common Stock | |||
Document Information Line Items | |||
Security 12b Title | Warrants, exercisable for one share of Common Stock | ||
Trading Symbol | DRMAW | ||
Security Exchange Name | NASDAQ |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Cash and cash equivalents | $ 7,438,135 | $ 6,241,294 |
Prepaid expenses and other current assets | 540,499 | 703,194 |
Total assets | 7,978,634 | 6,944,488 |
Liabilities: | ||
Accounts payable | 866,028 | 496,702 |
Accrued and other current liabilities | 757,588 | 425,932 |
Total liabilities | 1,623,616 | 922,634 |
Stockholders' Equity: | ||
Common Stock, par value $0.0001, 250,000,000 shares authorized as of December 31, 2023, and 2022; 3,931,129 and 770,115 shares issued and outstanding as of December 31, 2023, and 2022, respectively. | 393 | 77 |
Additional paid-in capital | 59,742,503 | 51,614,965 |
Accumulated deficit | (53,387,878) | (45,593,188) |
Total stockholders' equity | 6,355,018 | 6,021,854 |
Total liabilities and stockholders' equity | $ 7,978,634 | $ 6,944,488 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheets | ||
Common stock shares, par value | $ 0.0001 | $ 0.0001 |
Common stock shares, authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 3,930,840 | 770,115 |
Common stock shares, outstanding | 3,930,840 | 770,115 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 4,069,766 | $ 5,651,041 |
General and administrative | 3,972,140 | 4,023,445 |
Total operating expenses | 8,041,906 | 9,674,486 |
Loss from operations | (8,041,906) | (9,674,486) |
Other income and expenses: | ||
Interest income, net | (247,216) | (63,573) |
Net loss | $ (7,794,690) | $ (9,610,913) |
Net loss per share of common stock, basic and diluted | $ (2.67) | $ (13.92) |
Weighted-average basic and diluted common shares | 2,924,398 | 690,666 |
Statements of Stockholder's Equ
Statements of Stockholder's Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Balance, shares at Dec. 31, 2021 | 520,540 | |||
Balance, amount at Dec. 31, 2021 | $ 10,107,104 | $ 52 | $ 46,089,327 | $ (35,982,275) |
Issuance of Common Stock and warrants, net of issuance costs, shares | 56,162 | |||
Issuance of Common Stock and warrants, net of issuance costs, amount | 4,276,365 | $ 6 | 4,276,359 | 0 |
Issuance of Common Stock upon exercise of pre-funded warrants, shares | 179,688 | |||
Issuance of Common Stock upon exercise of pre-funded warrants, amount | 287 | $ 18 | 269 | 0 |
Issuance of restricted stock unit awards | 166,875 | $ 0 | 166,875 | 0 |
Issuance of Common Stock upon conversion of restricted stock units, shares | 13,725 | |||
Issuance of Common Stock upon conversion of restricted stock units, amount | 0 | $ 1 | (1) | 0 |
Stock-based compensation | 1,082,136 | 0 | 1,082,136 | 0 |
Net loss | (9,610,913) | $ 0 | 0 | (9,610,913) |
Balance, shares at Dec. 31, 2022 | 770,115 | |||
Balance, amount at Dec. 31, 2022 | 6,021,854 | $ 77 | 51,614,965 | (45,593,188) |
Issuance of Common Stock and warrants, net of issuance costs, shares | 543,555 | |||
Issuance of Common Stock and warrants, net of issuance costs, amount | 5,651,668 | $ 55 | 5,651,613 | 0 |
Issuance of Common Stock upon exercise of pre-funded warrants, shares | 1,875,445 | |||
Issuance of Common Stock upon exercise of pre-funded warrants, amount | 187 | $ 187 | 0 | 0 |
Stock-based compensation | 522,082 | 0 | 522,082 | 0 |
Net loss | (7,794,690) | $ 0 | 0 | (7,794,690) |
Issuance of Common Stock upon exercise of warrants, net of issuance costs, shares | 742,095 | |||
Issuance of Common Stock upon exercise of warrants, net of issuance costs, amount | 1,953,957 | $ 74 | 1,953,883 | 0 |
Settlement of fractional shares paid in cash, shares | (370) | |||
Settlement of fractional shares paid in cash, amount | (40) | (40) | 0 | |
Balance, shares at Dec. 31, 2023 | 3,930,840 | |||
Balance, amount at Dec. 31, 2023 | $ 6,355,018 | $ 393 | $ 59,742,503 | $ (53,387,878) |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (7,794,690) | $ (9,610,913) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 522,082 | 930,325 |
Increase (decrease) in cash resulting from changes in: | ||
Prepaid expenses and other current assets | 162,695 | 121,940 |
Accounts payable | 369,326 | (18,543) |
Accrued and other current liabilities | 331,656 | (256,973) |
Total adjustments to reconcile net loss to cash used in operations | 1,385,759 | 776,749 |
Net cash used in operating activities | (6,408,931) | (8,834,164) |
Cash flows from financing activities: | ||
Proceeds from issuance of Common Stock and warrants, net of issuance costs | 7,605,625 | 4,276,365 |
Proceeds from exercise of pre-funded warrants | 187 | 287 |
Payment for fractional shares in reverse stock split | (40) | 0 |
Net cash provided by financing activities | 7,605,772 | 4,276,652 |
Net increase (decrease) in cash and cash equivalents | 1,196,841 | (4,557,512) |
Cash and cash equivalents at beginning of period | 6,241,294 | 10,798,806 |
Cash and cash equivalents at end of period | 7,438,135 | 6,241,294 |
Supplemental disclosure: | ||
Cash paid for taxes | 950 | 950 |
Non-cash financing activities: | ||
Incremental fair value of March 2023 warrant modification | 144,765 | 0 |
Incremental fair value of November 2023 warrant inducement | $ 2,995,343 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization and Basis of Presentation | |
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Dermata Therapeutics, Inc., (the “Company”), was formed in December 2014 as a Delaware limited liability company (“LLC”) under the name Dermata Therapeutics, LLC. On March 24, 2021, the Company converted from an LLC to a Delaware C-corporation and changed its name to Dermata Therapeutics, Inc. The Company is a clinical-stage biotechnology company focused on the treatment of medical and aesthetic skin conditions and diseases. Initial Public Offering On August 17, 2021, the Company completed its initial public offering (“IPO”), in which it sold 160,714 shares of its common stock, par value $0.0001 per share (“Common Stock”), together with 160,714 warrants to purchase one share of Common Stock with an exercise price of $112.00 per share, at a combined offering price of $112.00. Additionally, the underwriters exercised their option to purchase an additional 24,106 warrants to purchase Common Stock with an exercise price of $112.00 per share, resulting in total IPO warrants issued of 184,820 at an exercise price of $112.00. The Company received net cash proceeds of approximately $15.4 million from the IPO after deducting underwriters’ discounts and offering expenses of approximately $2.6 million. The Company’s shares of Common Stock and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “DRMA,” and “DRMAW,” respectively, and both began trading in August 2021. Reverse Stock Split On March 13, 2023, the Company effected a reverse stock split of shares of the Company’s Common Stock at a ratio of 1-for-16 pursuant to an amendment to the Company’s certificate of incorporation approved by the Company’s board of directors (the “Board”), and stockholders. The par value and authorized shares were not adjusted as a result of the reverse split. All issued and outstanding shares of Common Stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect this reverse stock split for all periods presented. Liquidity and Going Concern Uncertainty Since its inception, the Company has devoted substantially all of its resources to research and development activities and has not generated any revenue or commercialized any product candidates. As of December 31, 2023, cash and cash equivalents totaled $7.4 million and the Company had an accumulated deficit of $53.4 million. For the year ended December 31, 2023, the Company used cash of $6.4 million in operations. The Company’s cash and cash equivalents are expected to fund operations into the third quarter of 2024. The Company anticipates that it will continue to incur net losses for the foreseeable future. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that these financial statements were issued. Historically, the Company’s principal sources of cash have included proceeds from the issuance of equity securities and debt. The Company’s principal uses of cash have included cash used in operations and payments for license rights. The Company expects that the principal uses of cash in the future will be for continuing operations, funding of research and development, conducting preclinical studies and clinical trials, and general working capital requirements. The Company expects that as research and development expenses continue to grow, it will need to raise additional capital to sustain operations and research and development. Management’s Plan to Continue as a Going Concern To continue as a going concern, the Company will need, among other things, to raise additional capital resources. Until the Company can generate significant cash from operations, management’s plans to obtain such resources for the Company include proceeds from offerings of the Company’s equity securities or debt, or transactions involving product development, technology licensing or collaboration. Management can provide no assurance that any sources of a sufficient amount of financing or collaboration agreements will be available to the Company on favorable terms, if at all. The Company’s ability to raise additional capital may be adversely impacted by potential worsening of global economic conditions, potential future global pandemics or health crises, and the recent disruptions to, and volatility in, the credit and financial markets in the United States. Because of historical and expected operating losses and net operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for one year from the issuance of the consolidated financial statements, which is not alleviated by management’s plans. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ materially from those estimates. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments, including those related to accrued research and development expenses, stock-based compensation, and the estimated fair values of equity instruments. Management evaluates its estimates on an ongoing basis. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Segment Information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing pharmaceuticals. Cash and Cash Equivalents The Company deposits its cash and cash equivalents with accredited financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”), which are held in checking and cash sweep accounts. At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company maintains an insured cash sweep account in which cash from its main operating checking account is invested overnight in highly liquid, short-term investments. The Company considers all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash and cash equivalents to the extent of the amounts held in excess of FDIC limits. The Company limits its credit risk by placing its cash and cash equivalents with financial institutions it believes are of high quality. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents. Fair Value Measurement The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these assets and liabilities. Interest Income Interest income consists of interest income earned on cash and cash equivalents from interest bearing demand accounts. Patent Costs Patent costs related to obtaining and maintaining patent protection in both the United States and other countries are expensed as incurred. Patents costs are classified as general and administrative expenses. Research and Development Research and development costs consist of expenses incurred in connection with the development of the Company’s product candidates. Such expenses include expenses incurred under agreements with contract research organizations, manufacturing and supply scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial supply, outsourced laboratory services, including materials and supplies used to support the Company’s research and development activities, and payments made for license fees and milestones that have not been demonstrated to have commercial value. Such costs are expensed in the periods in which they are incurred. Upfront payments and milestone payments for licensed technology are expensed as research and development as incurred or when the milestone is achieved or is determined to be probable of being achieved. Advanced payments for goods or services to be received in the future for research and development activities are recorded as prepaid expenses and expensed as the related goods are received or services are performed. Income Taxes The Company has operated as a C-Corporation since March 2021 and accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. Stock-Based Compensation In March 2021, the Company’s board of directors and shareholders approved the Dermata Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). For stock options granted under the 2021 Plan, the Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values recognized using the straight-line method over the requisite service period. The fair value of options to purchase Common Stock granted to employees is estimated on the grant date using the Black-Scholes valuation model. The calculation of stock-based compensation expense requires that the Company make certain assumptions and judgments about variables used in the Black-Scholes model, including the expected term of the stock-based award, expected volatility of the underlying Common Stock, dividend yield, and the risk-free interest rate. Forfeitures are accounted for in the period they occur. Restricted stock units (“RSUs”) granted under the 2021 Plan are measured at the grant date fair value of the Common Stock, with corresponding compensation expense recognized ratably over the requisite service period. Warrants The Company performs an assessment of warrants upon issuance to determine their proper classification in the financial statements based upon the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity Derivatives and Hedging Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Emerging Issues Task Force) (“ASU 2021-04”) For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company has performed an assessment of all warrants issued and modified and determined that the Company’s warrants are equity-classified. Comprehensive Loss Comprehensive loss includes net loss and other comprehensive income (loss) for the periods presented. The Company did not have other comprehensive income (loss) items such as unrealized gains and losses and so for the years ended December 31, 2023, and 2022, comprehensive loss was equal to the net loss. Net Loss Per Share of Common Stock Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of shares outstanding during the period. The weighted-average number of shares of common stock outstanding includes (i) contingently issuable restricted stock units for which no future service is required as a condition to the delivery of the underlying Common Stock, (ii) pre-funded warrants because their exercise requires only nominal consideration for the delivery of shares, and (iii) shares held in abeyance because there is no consideration required for delivery of the shares, (collectively, “basic shares”), without consideration of common share equivalents. Diluted net loss per share is calculated by adjusting basic shares outstanding for the dilutive effect of common share equivalents outstanding for the period. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common share equivalents but are excluded from the calculation of diluted net loss per common share if their effect would be anti-dilutive. As the Company has reported a net loss for the periods presented, diluted net loss per common share is the same as the basic net loss per common share for the periods presented. Year Ended December 31, 2023 2022 Net loss $ (7,794,690 ) $ (9,610,913 ) Basic and diluted net loss per common share $ (2.67 ) $ (13.92 ) Weighted-average basic and diluted common shares 2,924,398 690,666 The common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows: As of December 31, 2023 2022 Common Stock Options 102,074 65,983 Common Stock Warrants 8,358,697 437,102 Total potentially dilutive securities 8,460,771 503,085 Recent Accounting Pronouncements For the year ended December 31, 2023, the Company has reviewed recent accounting standards and identified the following as relevant to the Company. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Balance Sheet Details
Balance Sheet Details | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Details | |
Balance Sheet Details | 3. Balance Sheet Details The following provides certain balance sheet details: As of December 31, 2023 2022 Prepaid expenses and other current assets Prepaid insurance $ 426,413 $ 586,407 Prepaid research and development costs 91,232 92,581 Prepaid other 14,498 11,604 Interest receivable 8,356 12,602 Total prepaid expenses and other current assets $ 540,499 $ 703,194 Accrued and other current liabilities Accrued research and development costs $ 40,596 $ 254,787 Accrued compensation and benefits 716,490 170,389 Accrued other 502 756 Total accrued and other current liabilities $ 757,588 $ 425,932 |
Equity Securities
Equity Securities | 12 Months Ended |
Dec. 31, 2023 | |
Equity Securities | |
Equity Securities | 4. Equity Securities On July 11, 2022, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s Common Stock from 90,000,000 shares to 250,000,000 shares. The increase in the number of authorized shares was approved by the holders of a majority of the outstanding shares of Common Stock of the Company at its annual meeting on July 11, 2022. A summary of the Company’s equity securities as of December 31, 2023, is as follows: Description Authorized Issued Held in Abeyance Reserved Outstanding Common Stock, par value $0.001 250,000,000 3,930,840 2,730,000 - 3,930,840 Preferred Stock 10,000,000 - - - - Warrants - 8,358,697 - - 8,358,697 2021 Omnibus Equity Incentive Plan 629,069 115,792 - 513,277 102,074 Total equity securities 260,629,069 12,405,329 2,730,000 513,277 12,391,611 Common Stock On November 20, 2023, the Company closed on an inducement agreement (the “Inducement”) with a holder (the “Holder”) of certain of its existing warrants to purchase up to 3,472,095 shares of the Company’s common stock, issued to the Holder on (i) April 25, 2022 (as amended on March 20, 2023, the “April 2022 Warrants”) and (ii) March 20, 2023 (the “March 2023 Warrants” together with the April 2022 Warrants, the “Existing Warrants”). The Existing Warrants had an exercise price of $2.82. Pursuant to the Inducement, the Holder agreed to exercise for cash its Existing Warrants at a reduced exercise price of $0.6511 per share in consideration for the Company’s agreement to issue in a private placement (i) new series A Common Stock purchase warrants (the “November 2023 Series A Common Warrants”) to purchase 3,707,944 shares of Common Stock and (ii) new series B Common Stock purchase warrants (the “November 2023 Series B Common Warrants” and together with the November 2023 Series A Common Warrants, the “New Warrants”) to purchase 3,236,246 shares of Common Stock . The New Warrants are exercisable subject to stockholder approval, which the Company received at a stockholder meeting on January 12, 2024. The Company received net cash proceeds of approximately $2.0 million from the Inducement after deducting underwriters’ discounts and offering expenses of approximately $0.3 million. On May 26, 2023, the Company closed a private placement (the “2023 PIPE”) priced at the market under Nasdaq rules, in which it sold 458,555 shares of its Common Stock together with 342,322 pre-funded warrants to purchase up to an aggregate of 342,322 shares of Common Stock with an exercise price of $0.0001 per share (the “May 2023 Pre-Funded Warrants”), and 800,877 warrants to purchase up to an aggregate of 800,877 shares of Common Stock with an exercise price of $2.16 per share (the “May 2023 PIPE Common Warrants”) at a combined offering price of $2.285. The Company received net cash proceeds of approximately $1.5 million from the 2023 PIPE after deducting underwriters’ discounts and offering expenses of approximately $0.3 million. The May 2023 Pre-Funded Warrants were exercised fully during the second quarter of 2023. On March 20, 2023, the Company closed a public offering (the “March 2023 Offering”) priced at the market under Nasdaq rules, in which it sold an aggregate of (i) 85,000 shares of Common Stock, (ii) pre-funded warrants (the “March 2023 Pre-Funded Warrants”) to purchase up to an aggregate of 1,533,123 shares of Common Stock with an exercise price of $0.0001 per share, (iii) Series A warrants (the “March 2023 Series A Common Warrants”) to purchase up to an aggregate of 1,618,123 shares of Common Stock, and (iv) Series B warrants (the “March 2023 Series B Common Warrants” and collectively with the March 2023 Series A Common Warrants, the “March 2023 Offering Warrants”) to purchase up to an aggregate of 1,618,123 shares of Common Stock. The March 2023 Offering Warrants had an exercise price of $2.82 per share. The Company received net cash proceeds of approximately $4.2 million after deducting the underwriter’s discounts and offering expenses of approximately $0.8 million. The March 2023 Pre-Funded Warrants were fully exercised during the first quarter of 2023, and the March 2023 Offering Warrants were exercised as part of the Inducement in November 2023. On April 25, 2022, the Company closed a private placement (the “April 2022 PIPE”), in which it sold 56,161 shares of its Common Stock together with 179,687 pre-funded warrants to purchase up to an aggregate of 179,687 shares of Common Stock with an exercise price of $0.0001 per share (the “April 2022 PIPE Pre-Funded Warrants”), and 235,849 warrants to purchase up to an aggregate of 235,849 shares of Common Stock with an exercise price of $21.20 per share (the “April 2022 PIPE Common Warrants”) at a combined offering price of $21.20. The Company received net cash proceeds of approximately $4.3 million from the April 2022 PIPE after deducting underwriters’ discounts and offering expenses of approximately $0.7 million. The April 2022 PIPE Pre-Funded Warrants were fully exercised during 2022, and the April 2022 PIPE Common Warrants were exercised as part of the Inducement in November 2023. Preferred Stock While the Company has 10,000,000 shares of preferred stock authorized with a par value of $0.0001, no shares of preferred stock are outstanding as of December 31, 2023, or 2022, respectively. Abeyance Shares Related to the November 2023 Inducement, the Holder left 2,730,000 shares in abeyance at the Company’s transfer agent to be delivered to the Holder at their request. The 2,730,000 shares held in abeyance were delivered to the Holder on January 8, 2024. Accordingly, as of December 31, 2023, 2,730,000 shares were held in abeyance, have not been issued and are not outstanding. Warrants Summary of Warrants Outstanding The table below lists outstanding warrants for the dates presented. The warrants outstanding at December 31, 2023 are exercisable into 8,358,697 shares of common stock which had a fair value of $0.61 per share, based on the closing trading price on that day. The aggregate intrinsic value of warrants outstanding as of December 31, 2023, is calculated as the difference between the exercise price of the warrants and the closing market price of the Company’s Common Stock on that date. The intrinsic value of warrants outstanding as of December 31, 2023, was zero due to the warrants’ exercise prices above market value. Quantity of Warrants Outstanding as of December 31, Exercise Expiration Description 2023 2022 Price Date Pre-IPO Series 1a Warrants 4,321 4,321 $ 328.00 11/15/2026 Pre-IPO Class B Common Warrants 4,077 4,077 91.84 12/31/2024 IPO Warrants 184,820 184,820 112.00 8/17/2026 IPO Underwriter Warrants 8,035 8,035 128.80 8/17/2026 April 2022 PIPE Common Warrants - 235,849 2.82 3/20/2028 March 2023 Series A Common Warrants - - 2.82 3/20/2028 March 2023 Series B Common Warrants - - 2.82 7/20/2025 March 2023 Offering Placement Agent Warrants 113,269 - 3.8625 3/16/2028 May 2023 PIPE Common Warrants 800,877 - 2.16 11/27/2028 May 2023 PIPE Placement Agent Warrants 56,061 - 2.8563 5/23/2028 November 2023 Series A Common Warrants 3,707,944 - 0.6511 11/20/2028 November 2023 Series B Common Warrants 3,236,246 - 0.6511 3/20/2026 November 2023 Offering Placement Agent Warrants 243,047 - 0.8139 11/20/2028 Total warrants outstanding 8,358,697 437,102 Warrant Inducement In November 2023, the Company completed the Inducement, in which a Holder agreed to exercise 3,472,095 common warrants to purchase Common Stock at a reduced exercise price of $0.6511 per share in exchange for the 3,707,944 November 2023 Series A Common Warrants and 3,236,246 November 2023 Series B Common Warrants with an exercise price of $0.6511 per share. The New Warrants are exercisable subject to stockholder approval, which the Company received at a stockholder meeting on January 12, 2024. The Inducement, which resulted in the lowering of the exercise price of the Existing Warrants and the issuance of the New Warrants, is considered a modification of the Existing Warrants under the guidance of ASU 2021-04. The modification is consistent with the equity issuance classification under that guidance as the reason for the modification was to induce the holders of the Existing Warrants to cash exercise their warrants, which raised equity capital and generated net proceeds for the Company of approximately $2.0 million. As the Existing Warrants and the New Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $3.0 million as an equity issuance cost. Warrant Modification In connection with the March 2023 Offering, the Company agreed to amend the terms of the April 2022 PIPE Common Warrants, which were held by the purchaser in the March 2023 Offering. The exercise price of the April 2022 PIPE Common Warrants was reduced from $21.20 to $2.82 per share upon closing of the March 2023 Offering. The original expiration date of the April 2022 PIPE Common Warrants was May 12, 2027, which was extended to five years after the closing of the March 2023 Offering, or March 20, 2028. The modification of the April 2022 PIPE Common Warrants was accounted for as a modification of equity-linked instruments. In accordance with ASU 2021-04, as the warrants were classified as equity instruments before and after the modification, and as the modification was directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan | |
Equity Incentive Plan | 5. Equity Incentive Plan Under the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), as amended, the Company may grant options to purchase shares of Common Stock, restricted stock awards, performance stock awards, incentive bonus awards, other cash-based awards or directly issue shares of Common Stock to employees, directors, and consultants of the Company. Effective January 1, 2022, an evergreen provision contained in the Company’s 2021 Plan increased the total number of shares of common shares issuable under the 2021 Plan in an amount equal to one percent of the Company’s common shares outstanding as of December 31, 2021. This evergreen provision resulted in an additional 7,701 and 5,205 shares of Common Stock issuable pursuant to the 2021 Plan as of January 1, 2023, and 2022, respectively. At the Company’s 2023 Annual Meeting of Stockholders held on August 3, 2023, the Company’s stockholders approved an amendment to the Company’s 2021 Plan to increase the number of shares of common stock authorized for issuance thereunder by 513,150 shares to 629,069 shares. Stock awards may be granted at an exercise price per share of not less than 100% of the fair market value at the date of grant. Stock awards granted are exercisable over a maximum term of 10 years from the date of grant and generally vest over a period of four years for employees and one year for directors of the Company’s Board and consultants. As of December 31, 2023, there remain 513,277 shares reserved for issuance under the 2021 Plan, as amended. See Note 9 for a discussion of cancellation of stock options during the first quarter of 2024. Fair Value Measurement The Company uses the Black-Scholes option valuation model, which requires the use of highly subjective assumptions, to determine the fair value of stock-based awards. The fair value of each employee stock option is estimated on the grant date under the fair value method using the Black-Scholes model. The estimated fair value of each stock option is then expensed over the requisite service period, which is generally the vesting period. The assumptions and estimates that the Company uses in the Black-Scholes model are as follows: · Fair Value of Common Stock. · Risk-Free Interest Rate. · Expected Term. · Volatility. · Dividend Yield. The following table presents the weighted-average assumptions used for stock options granted during the following periods: Year Ended December 31, 2023 2022 Grant date fair value $ 4.23 $ 23.36 Risk-free interest rate 3.9 % 1.5 % Dividend yield 0.00 % 0.00 % Expected life in years 6.1 5.4 Expected volatility 112 % 123 % Stock-based Compensation Expense In general, stock-based compensation is allocated to research and development expense or general and administrative expense according to the classification of cash compensation paid to the employee, director, or consultant to whom the stock award was granted. In December 2021, the Board authorized a stock option grant in lieu of a cash bonus for the Company’s Chairman and Chief Executive Officer. The stock-based compensation expense of $0.4 million related to the stock option grant was booked to the fiscal year ended December 31, 2021; however, the impact to additional paid-in capital was not booked until the first quarter of 2022, when the stock option award was granted. The following table summarizes the total stock-based compensation expense related to stock options and RSUs included in the Company’s statements of operations: Year Ended December 31, 2023 2022 Research and development $ 193,700 $ 218,324 General and administrative 328,382 712,001 $ 522,082 $ 930,325 Stock Option Award Activity A summary of the Company’s 2021 Plan stock option activity is as follows: Number of Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Balance at December 31, 2022 65,983 $ 60.32 8.2 Options granted 36,091 4.96 9.0 Options exercised - - - Options cancelled - - - Balance at December 31, 2023 102,074 $ 40.77 7.8 Options exercisable at December 31, 2023 53,413 $ 63.51 7.3 The aggregate intrinsic value of options exercisable as of December 31, 2023, is calculated as the difference between the exercise price of the underlying options and the closing market price of the Company’s Common Stock on that date, which was $0.61 per share. The intrinsic value of options outstanding and exercisable as of December 31, 2023, was zero. As of December 31, 2023, total unrecognized compensation cost related to stock options was approximately $0.6 million and the weighted average period over which this cost is expected to be recognized is 1.8 years. Restricted Stock Units During the year ended December 31, 2022, the Company issued 219,634 restricted stock units, or RSUs, as partial compensation to certain members of the Board for their services during 2022. The Company recognized stock-based compensation expense of approximately $0.2 million for the year ended December 31, 2022, related to the RSU awards. There were no RSUs issued or outstanding for the year ended December 31, 2023, and there is no unrecognized compensation expense related to RSUs as of December 31, 2023. |
401(k) Employee Benefit Plan
401(k) Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2023 | |
401(k) Employee Benefit Plan | |
401(k) Employee Benefit Plan | 6. 401(k) Employee Benefit Plan The Company sponsors a 401(k) savings plan for all eligible employees. The Company may make discretionary matching contributions to the plan to be allocated to employee accounts based upon employee deferrals and compensation. To date, the Company has not made any matching contributions to the savings plan. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies (see Note 7) | |
Commitments and Contingencies | 7. Commitments and Contingencies Clinical Trials During the fourth quarter of 2023, the Company initiated a Phase 3 clinical trial, STAR-1, which is expected to report data in 2025. The total contract amount with the clinical research organization is approximately $6.9 million, which will extend from the fourth quarter of 2023 to the first half of 2025, which has a 30-day termination notice period. Supplier Agreement As a result of Russia’s invasion of Ukraine, the United States, the United Kingdom, and the European Union governments, among others, have developed coordinated sanctions and export-control measure packages against Russian individuals and entities. The Company is currently a party to an exclusive supply agreement for the supply of the Spongilla Spongilla Spongilla Spongilla License Agreements On March 31, 2017, the Company entered into a license agreement, as amended (the “License Agreement”) with Villani, Inc. whereby Villani has granted the Company an exclusive, sub-licensable, royalty-bearing license (the “License”) under the Licensed Patents (as defined in the License Agreement), to formulate, develop, seek regulatory approval for, make or sell products that contain Spongilla lacustris Legal Proceedings In the normal course of business, the Company may be involved in legal proceedings or threatened legal proceedings. The Company is not a party to any legal proceedings or aware of any threatened legal proceedings which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | 8. Income Taxes Dermata operates as a corporation, and accordingly, the Company is taxable at the entity level for U.S. federal and state tax purposes. A reconciliation between the provision for income taxes and income taxes computed using the U.S. federal statutory corporate tax rate is as follows: Years Ended December 31, (in thousands) 2023 2022 U.S. Federal statutory income tax rate $ (1,637 ) $ (2,018 ) Permanent and other differences 55 68 Stock-based compensation expense 86 89 Research and development credits (259 ) (219 ) Valuation allowance 1,755 2,080 Total tax provision $ - $ - Significant components of the Company’s net deferred tax assets are as follows: As of December 31, (in thousands) 2023 2022 Net operating loss carryforwards $ 2,980 $ 1,927 Research and development carryforwards 596 337 Capitalized research and development 1,508 1,068 Stock-based compensation expense 246 311 Intangible assets 5 49 Other, net 129 17 Gross deferred tax assets 5,464 3,709 Less: valuation allowance (5,464 ) (3,709 ) Total deferred tax assets $ - $ - The Company has established a full valuation allowance for its deferred tax assets due to uncertainties that preclude it from determining that it is more likely than not that the Company will be able to generate sufficient taxable income to realize such assets. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred since inception. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. Based on this evaluation, as of December 31, 2023, and 2022, a valuation allowance of $5.5 million and $3.7 million, respectively, or an increase of $1.8 million, has been recorded against all of the Company’s net deferred tax assets, as the Company has determined that none of the Company’s balance of deferred tax assets is more likely than not to be realized. The amount of deferred tax assets considered realizable, however, could be adjusted in the future if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence, such as estimates of future taxable income during carryforward periods and the Company’s projections for growth. As of December 31, 2023, the Company had federal net operating loss carryforwards, or NOLs, available of $14.2 million before consideration limitations under Section 382 of the Internal Revenue Code of 1986, or Section 382 of the Code, as further described below. The NOL will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. The Company had state NOL carryforwards available of $5.0 million as of December 31, 2023. The state NOL may be used to offset future taxable income and will begin to expire in 2041, unless previously utilized. As of December 31, 2023, the Company had federal and state research and development tax credit carryforwards available of $0.7 million and $0.1 million, respectively. The federal credit carryforwards will begin to expire in 2041, unless previously utilized. The state research and development credits carry forward indefinitely. Utilization of the Company’s NOL and research and development credit carryforwards may be subject to substantial annual limitations in the event a cumulative ownership change has occurred, or that occur in the future, as required by Section 382 of the Code. In general, an ownership change, as defined by the Code, results from a transaction, or series of transactions over a three-year period, resulting in an ownership change of more than 50% of the outstanding common stock of a company by certain stockholders or public groups. Such an ownership change may limit the amount of NOL and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company has not completed such an ownership change analysis pursuant to Section 382 of the Code and therefore has established a full valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement. If ownership changes have occurred or occurs in the future, the amount of remaining tax attribute carryforwards available to offset taxable income and income tax expense in future years may be restricted or eliminated. If eliminated, the related asset would be removed from deferred tax assets with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate. The Company recognizes a tax benefit from an uncertain tax position when it is more likely than not that the position will be sustained upon examination by the tax authorities. The Company does not expect that there will be a significant change in the unrecognized tax benefits over the next twelve months. Further, due to the existence of the valuation allowance, future changes in the Company’s unrecognized tax benefits will not impact the effective tax rate. The following table summarizes the activity related to the Company’s gross unrecognized tax benefits at the beginning and end of the periods presented: Years Ended December 31, (in thousands) 2023 2022 Beginning balance of unrecognized tax benefits $ 557 $ 41 Additions based on tax positions related to the current year 64 81 Additions for tax positions of prior years 24 435 Reductions for tax positions in prior years - - Ending balance of unrecognized tax benefits $ 645 $ 557 The unrecognized tax benefit amounts are reflected in the determination of the Company’s deferred tax assets. If recognized, none of these amounts would affect the Company’s effective tax rate, since it would be offset by an equal corresponding adjustment in the deferred tax asset valuation allowance. The Company does not foresee material changes to its liability for uncertain tax benefits within the next twelve months. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s balance sheets as of December 31, 2023, or 2022 and has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2023, and 2022. The Company is subject to taxation in the United States and various states. The Company is subject to examination by tax authorities in those jurisdictions from inception. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Event | |
Subsequent Event | 9. Subsequent Event In January 2024, the Company granted 410,000 stock option awards to employees of the Company, subject to four-year vesting, with an exercise price of $0.6099. In January 2024, the Board unanimously approved to provide employees and directors of the Company the opportunity to cancel outstanding, out of the money, stock options without consideration, in accordance with an option cancellation agreement. Accordingly, 101,465 of the 102,074 stock options outstanding as of December 31, 2023, were cancelled in February 2024. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Use of Estimates | The Company’s financial statements are prepared in accordance with GAAP. The preparation of the Company’s financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, and expenses and disclosure of contingent assets and liabilities in the financial statements and accompanying notes. On an ongoing basis, management evaluates these estimates and judgments, including those related to accrued research and development expenses, stock-based compensation, and the estimated fair values of equity instruments. Management evaluates its estimates on an ongoing basis. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. |
Segment Information | Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing pharmaceuticals. |
Cash and Cash Equivalents | The Company deposits its cash and cash equivalents with accredited financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”), which are held in checking and cash sweep accounts. At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company maintains an insured cash sweep account in which cash from its main operating checking account is invested overnight in highly liquid, short-term investments. The Company considers all highly liquid investments with a maturity date of 90 days or less at the date of purchase to be cash equivalents. |
Concentrations of Credit Risk | Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash and cash equivalents to the extent of the amounts held in excess of FDIC limits. The Company limits its credit risk by placing its cash and cash equivalents with financial institutions it believes are of high quality. To date, the Company has not experienced any losses on its deposits of cash and cash equivalents. |
Fair Value Measurement | The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these assets and liabilities. |
Interest Income | Interest income consists of interest income earned on cash and cash equivalents from interest bearing demand accounts. |
Patent Costs | Patent costs related to obtaining and maintaining patent protection in both the United States and other countries are expensed as incurred. Patents costs are classified as general and administrative expenses. |
Research and Development | Research and development costs consist of expenses incurred in connection with the development of the Company’s product candidates. Such expenses include expenses incurred under agreements with contract research organizations, manufacturing and supply scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial supply, outsourced laboratory services, including materials and supplies used to support the Company’s research and development activities, and payments made for license fees and milestones that have not been demonstrated to have commercial value. Such costs are expensed in the periods in which they are incurred. Upfront payments and milestone payments for licensed technology are expensed as research and development as incurred or when the milestone is achieved or is determined to be probable of being achieved. Advanced payments for goods or services to be received in the future for research and development activities are recorded as prepaid expenses and expensed as the related goods are received or services are performed. |
Income Taxes | The Company has operated as a C-Corporation since March 2021 and accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability. |
Stock-Based Compensation | In March 2021, the Company’s board of directors and shareholders approved the Dermata Therapeutics, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). For stock options granted under the 2021 Plan, the Company measures and recognizes compensation expense for all stock-based awards made to employees, directors, and non-employees, based on estimated fair values recognized using the straight-line method over the requisite service period. The fair value of options to purchase Common Stock granted to employees is estimated on the grant date using the Black-Scholes valuation model. The calculation of stock-based compensation expense requires that the Company make certain assumptions and judgments about variables used in the Black-Scholes model, including the expected term of the stock-based award, expected volatility of the underlying Common Stock, dividend yield, and the risk-free interest rate. Forfeitures are accounted for in the period they occur. Restricted stock units (“RSUs”) granted under the 2021 Plan are measured at the grant date fair value of the Common Stock, with corresponding compensation expense recognized ratably over the requisite service period. |
Warrants | The Company performs an assessment of warrants upon issuance to determine their proper classification in the financial statements based upon the warrant’s specific terms, in accordance with the authoritative guidance provided in Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 480 Distinguishing Liabilities from Equity Derivatives and Hedging Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Emerging Issues Task Force) (“ASU 2021-04”) For issued or modified warrants that meet all the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability-classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. The Company has performed an assessment of all warrants issued and modified and determined that the Company’s warrants are equity-classified. |
Comprehensive Loss | Comprehensive loss includes net loss and other comprehensive income (loss) for the periods presented. The Company did not have other comprehensive income (loss) items such as unrealized gains and losses and so for the years ended December 31, 2023, and 2022, comprehensive loss was equal to the net loss. |
Net Loss Per Common Share | Basic net loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of shares outstanding during the period. The weighted-average number of shares of common stock outstanding includes (i) contingently issuable restricted stock units for which no future service is required as a condition to the delivery of the underlying Common Stock, (ii) pre-funded warrants because their exercise requires only nominal consideration for the delivery of shares, and (iii) shares held in abeyance because there is no consideration required for delivery of the shares, (collectively, “basic shares”), without consideration of common share equivalents. Diluted net loss per share is calculated by adjusting basic shares outstanding for the dilutive effect of common share equivalents outstanding for the period. For purposes of the diluted net loss per share calculation, stock options and warrants are considered to be common share equivalents but are excluded from the calculation of diluted net loss per common share if their effect would be anti-dilutive. As the Company has reported a net loss for the periods presented, diluted net loss per common share is the same as the basic net loss per common share for the periods presented. Year Ended December 31, 2023 2022 Net loss $ (7,794,690 ) $ (9,610,913 ) Basic and diluted net loss per common share $ (2.67 ) $ (13.92 ) Weighted-average basic and diluted common shares 2,924,398 690,666 The common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows: As of December 31, 2023 2022 Common Stock Options 102,074 65,983 Common Stock Warrants 8,358,697 437,102 Total potentially dilutive securities 8,460,771 503,085 |
Recent Accounting Pronouncements | For the year ended December 31, 2023, the Company has reviewed recent accounting standards and identified the following as relevant to the Company. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of earnings per share, basic and diluted | Year Ended December 31, 2023 2022 Net loss $ (7,794,690 ) $ (9,610,913 ) Basic and diluted net loss per common share $ (2.67 ) $ (13.92 ) Weighted-average basic and diluted common shares 2,924,398 690,666 |
Schedule of potentially diluted basic earnings | As of December 31, 2023 2022 Common Stock Options 102,074 65,983 Common Stock Warrants 8,358,697 437,102 Total potentially dilutive securities 8,460,771 503,085 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Details | |
Schedule of balance sheet details | As of December 31, 2023 2022 Prepaid expenses and other current assets Prepaid insurance $ 426,413 $ 586,407 Prepaid research and development costs 91,232 92,581 Prepaid other 14,498 11,604 Interest receivable 8,356 12,602 Total prepaid expenses and other current assets $ 540,499 $ 703,194 Accrued and other current liabilities Accrued research and development costs $ 40,596 $ 254,787 Accrued compensation and benefits 716,490 170,389 Accrued other 502 756 Total accrued and other current liabilities $ 757,588 $ 425,932 |
Equity Securities (Tables)
Equity Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Securities | |
Summary of the Company's equity securities | Description Authorized Issued Held in Abeyance Reserved Outstanding Common Stock, par value $0.001 250,000,000 3,930,840 2,730,000 - 3,930,840 Preferred Stock 10,000,000 - - - - Warrants - 8,358,697 - - 8,358,697 2021 Omnibus Equity Incentive Plan 629,069 115,792 - 513,277 102,074 Total equity securities 260,629,069 12,405,329 2,730,000 513,277 12,391,611 |
Schedule of outstanding warrants | Quantity of Warrants Outstanding as of December 31, Exercise Expiration Description 2023 2022 Price Date Pre-IPO Series 1a Warrants 4,321 4,321 $ 328.00 11/15/2026 Pre-IPO Class B Common Warrants 4,077 4,077 91.84 12/31/2024 IPO Warrants 184,820 184,820 112.00 8/17/2026 IPO Underwriter Warrants 8,035 8,035 128.80 8/17/2026 April 2022 PIPE Common Warrants - 235,849 2.82 3/20/2028 March 2023 Series A Common Warrants - - 2.82 3/20/2028 March 2023 Series B Common Warrants - - 2.82 7/20/2025 March 2023 Offering Placement Agent Warrants 113,269 - 3.8625 3/16/2028 May 2023 PIPE Common Warrants 800,877 - 2.16 11/27/2028 May 2023 PIPE Placement Agent Warrants 56,061 - 2.8563 5/23/2028 November 2023 Series A Common Warrants 3,707,944 - 0.6511 11/20/2028 November 2023 Series B Common Warrants 3,236,246 - 0.6511 3/20/2026 November 2023 Offering Placement Agent Warrants 243,047 - 0.8139 11/20/2028 Total warrants outstanding 8,358,697 437,102 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity Incentive Plan | |
Weighted-average assumptions used for the stock option grants | Year Ended December 31, 2023 2022 Grant date fair value $ 4.23 $ 23.36 Risk-free interest rate 3.9 % 1.5 % Dividend yield 0.00 % 0.00 % Expected life in years 6.1 5.4 Expected volatility 112 % 123 % |
Schedule of stock-based compensation expense | Year Ended December 31, 2023 2022 Research and development $ 193,700 $ 218,324 General and administrative 328,382 712,001 $ 522,082 $ 930,325 |
Schedule of stock option activity | Number of Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in Years) Balance at December 31, 2022 65,983 $ 60.32 8.2 Options granted 36,091 4.96 9.0 Options exercised - - - Options cancelled - - - Balance at December 31, 2023 102,074 $ 40.77 7.8 Options exercisable at December 31, 2023 53,413 $ 63.51 7.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of provision for income taxes | Years Ended December 31, (in thousands) 2023 2022 U.S. Federal statutory income tax rate $ (1,637 ) $ (2,018 ) Permanent and other differences 55 68 Stock-based compensation expense 86 89 Research and development credits (259 ) (219 ) Valuation allowance 1,755 2,080 Total tax provision $ - $ - |
Schedule of net deferred tax assets | As of December 31, (in thousands) 2023 2022 Net operating loss carryforwards $ 2,980 $ 1,927 Research and development carryforwards 596 337 Capitalized research and development 1,508 1,068 Stock-based compensation expense 246 311 Intangible assets 5 49 Other, net 129 17 Gross deferred tax assets 5,464 3,709 Less: valuation allowance (5,464 ) (3,709 ) Total deferred tax assets $ - $ - |
Schedule of unrecognized tax benefits | Years Ended December 31, (in thousands) 2023 2022 Beginning balance of unrecognized tax benefits $ 557 $ 41 Additions based on tax positions related to the current year 64 81 Additions for tax positions of prior years 24 435 Reductions for tax positions in prior years - - Ending balance of unrecognized tax benefits $ 645 $ 557 |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 17, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 20, 2023 | |
Accumulated deficit | $ (53,400,000) | |||
Common stock shares, par value | $ 0.0001 | $ 0.0001 | ||
Exercise price per share | $ 2.82 | |||
Cash and cash equivalents | $ 7,400,000 | |||
Net Cash Used In Operation | $ (6,400,000) | $ (6,400,000) | ||
Warrant exercise price | $ 112 | |||
Warrants issued | 24,106 | |||
Initial Public Offering [Member] | ||||
Common stock shares, par value | $ 0.0001 | |||
Warrants to purchase one share of common stock | 160,714 | |||
Sale of stock | 160,714 | |||
Exercise price per share | $ 112 | |||
Warrant exercise price | 112 | |||
Combined Offering Price | $ 112 | |||
Warrants issued | 184,820 | |||
Gross proceeds from warrants purchase of common stock | $ 15,400,000 | |||
Issuance costs | $ 2,600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | ||
Net loss | $ (7,794,690) | $ (9,610,913) |
Basic And Diluted Net Loss Per Common share | $ (2.67) | $ (13.92) |
Weighted-average basic and diluted common shares | 2,924,398 | 690,666 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Total Potentially Dilutive Securities | 8,460,771 | 503,085 |
Warrants Member | ||
Common Stock | 8,358,697 | 437,102 |
Stock Option | ||
Common Stock | 102,074 | 65,983 |
Balance Sheet Details (Details)
Balance Sheet Details (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Total prepaid expenses and other current assets | $ 540,499 | $ 703,194 |
Balance Sheet [Member] | ||
Prepaid Insurance | 426,413 | 586,407 |
Prepaid research and development costs | 91,232 | 92,581 |
Prepaid other | 14,498 | 11,604 |
Interest receivable | 8,356 | 12,602 |
Total prepaid expenses and other current assets | 540,499 | 703,194 |
Accrued Research And Development Costs | 40,596 | 254,787 |
Accrued Compensation And Benefits | 716,490 | 170,389 |
Accrued other | 502 | 756 |
Total Accrued And Other Current Liabilities | $ 757,588 | $ 425,932 |
Equity Securities (Details)
Equity Securities (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Equity securities Authorized | 8,358,697 | 437,102 |
Total Equity Securities [Member] | ||
Equity securities Authorized | 260,629,069 | |
Equity securities Held in Abeyance | 2,730,000 | |
Equity securities Reserved | 513,277 | |
Equity securities Outstanding | 12,391,611 | |
Equity securities Issued | 12,405,329 | |
2021 Omnibus Equity Incentive Plan [Member] | ||
Equity securities Authorized | 629,069 | |
Equity securities Held in Abeyance | 0 | |
Equity securities Reserved | 513,277 | |
Equity securities Outstanding | 102,074 | |
Equity securities Issued | 115,792 | |
Common Stock, par value $0.001 [Member[ | ||
Equity securities Authorized | 250,000,000 | |
Equity securities Held in Abeyance | 2,730,000 | |
Equity securities Reserved | 0 | |
Equity securities Outstanding | 3,930,840 | |
Equity securities Issued | 3,930,840 | |
Preferred Stocks [Member] | ||
Equity securities Authorized | 10,000,000 | |
Equity securities Held in Abeyance | 0 | |
Equity securities Reserved | 0 | |
Equity securities Outstanding | 0 | |
Equity securities Issued | 0 | |
Warrants Member | ||
Equity securities Authorized | 0 | |
Equity securities Held in Abeyance | 0 | |
Equity securities Reserved | 0 | |
Equity securities Outstanding | 8,358,697 | |
Equity securities Issued | 8,358,697 |
Equity Securities (Details 1)
Equity Securities (Details 1) - $ / shares | 1 Months Ended | 12 Months Ended | |
May 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total warrants outstanding | 8,358,697 | 437,102 | |
Pre-IPO Series 1a Warrants [Member] | |||
Total warrants outstanding | 4,321 | 4,321 | |
Exercise price | $ 328 | ||
Expiration Date | 11/15/2026 | ||
Pre-IPO Class B Common Warrants [Member] | |||
Total warrants outstanding | 4,077 | 4,077 | |
Exercise price | $ 91.84 | ||
Expiration Date | 12/31/2024 | ||
May 2023 PIPE Placement Agent Warrants [Member] | |||
Total warrants outstanding | 56,061 | 0 | |
Exercise price | $ 2.8563 | ||
Expiration Date | 5/23/2028 | ||
PIPE Common Warrants | |||
Total warrants outstanding | 0 | 235,849 | |
Exercise price | $ 2.82 | ||
Expiration Date | 3/20/2028 | ||
PIPE Common Warrants | May 2023 | |||
Total warrants outstanding | 800,877 | 0 | |
Exercise price | $ 2.16 | $ 2.16 | |
Expiration Date | 11/27/2028 | ||
March 2023 Offering Placement Agent Warrants [Member] | |||
Total warrants outstanding | 113,269 | 0 | |
Exercise price | $ 3.8625 | ||
Expiration Date | 3/16/2028 | ||
March 2023 Series A Common Warrants [Member] | |||
Total warrants outstanding | 0 | 0 | |
Exercise price | $ 2.82 | ||
Expiration Date | 3/20/2028 | ||
March 2023 Series B Common Warrants [Member] | |||
Total warrants outstanding | 0 | 0 | |
Exercise price | $ 2.82 | ||
Expiration Date | 7/20/2025 | ||
IPO Warrants [Member] | |||
Total warrants outstanding | 184,820 | 184,820 | |
Exercise price | $ 112 | ||
Expiration Date | 8/17/2026 | ||
IPO Underwriter Warrants [Member] | |||
Total warrants outstanding | 8,035 | 8,035 | |
Exercise price | $ 128.80 | ||
Expiration Date | 8/17/2026 | ||
November 2023 Series A Common Warrants [Member] | |||
Total warrants outstanding | 3,707,944 | 0 | |
Exercise price | $ 0.6511 | ||
Expiration Date | 11/20/2028 | ||
November 2023 Series B Common Warrants [Member] | |||
Total warrants outstanding | 3,236,246 | 0 | |
Exercise price | $ 0.6511 | ||
Expiration Date | 3/20/2026 | ||
November 2023 Offering Placement Agent Warrants [Member] | |||
Total warrants outstanding | 243,047 | 0 | |
Exercise price | $ 0.8139 | ||
Expiration Date | 11/20/2028 |
Equity Securities (Details Narr
Equity Securities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Jan. 12, 2024 | Nov. 30, 2023 | Nov. 20, 2023 | May 26, 2023 | Mar. 31, 2023 | Mar. 20, 2023 | Apr. 25, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 11, 2022 | |
Warrants outstanding | 8,358,697 | 437,102 | ||||||||
Warrants to purchase shares of Common Stock | 3,472,095 | |||||||||
Warrant reduced description | from $21.20 to $2.82 per share upon closing of the March 2023 Offering | |||||||||
Preferred stock authorized | 10,000,000 | 10,000,000 | ||||||||
Preferred stock shares, issued | 0 | 0 | ||||||||
Preferred stock shares, outstanding | 0 | 0 | ||||||||
Net cash proceeds from PIPE | $ 1,500,000 | |||||||||
Common stock shares, authorized | 250,000,000 | 250,000,000 | 90,000,000 | |||||||
Received net cash proceeds | $ 2,000,000 | |||||||||
Offering expenses | $ 300,000 | |||||||||
Underwriters discounts and offering expenses | $ 300,000 | |||||||||
Preferred stock par value | $ 0.0001 | |||||||||
Exercise price per share | $ 2.82 | |||||||||
Reduced exercise price | $ 0.6511 | |||||||||
Description of abeyance shares | the Holder left 2,730,000 shares in abeyance at the Company’s transfer agent to be delivered to the Holder at their request. The 2,730,000 shares held in abeyance were delivered to the Holder on January 8, 2024. Accordingly, as of December 31, 2023, 2,730,000 shares were held in abeyance, have not been issued and are not outstanding | |||||||||
Warrants Member | ||||||||||
Warrants outstanding | 0 | |||||||||
Common Stock and Preferred Stock | ||||||||||
Exercise price per share | $ 0.0001 | |||||||||
Warrants to purchase shares of Common Stock | 235,849 | |||||||||
Net cash proceeds | $ 4,200,000 | $ 4,300,000 | ||||||||
Underwriters' discounts and offering expenses | $ 800,000 | $ 700,000 | ||||||||
Common stock, shares sold | 458,555 | 85,000 | 56,161 | |||||||
Pre funded | 179,687 | |||||||||
Pre-funded warrants to purchase shares of Common Stock | 179,687 | |||||||||
Warrants sold to purchase one share of common stock, Exercise price | $ 21.20 | |||||||||
PIPE Common Warrants | ||||||||||
Warrants outstanding | 0 | 235,849 | ||||||||
Exercise price | $ 2.82 | |||||||||
PIPE Common Warrants | May 2023 | ||||||||||
Warrants outstanding | 800,877 | 0 | ||||||||
Exercise price | $ 2.16 | $ 2.16 | ||||||||
Offering price | $ 2.285 | |||||||||
Warrant units to purchase stocks | 800,877 | |||||||||
Warrants sold to purchase one share of common stock | 800,877 | |||||||||
Warrant [Member] | ||||||||||
Warrants outstanding | 8,358,697 | |||||||||
Fair value, per share | $ 0.61 | |||||||||
Intrinsic value of warrants outstanding | $ 0 | |||||||||
Warrants to purchase shares of Common Stock | 3,472,095 | |||||||||
Warrants, expire date | April 2022 | |||||||||
Exercise price per share | $ 0.6511 | |||||||||
Net cash proceeds | $ 2,000,000 | |||||||||
Equity issuance cost | $ 3,000,000 | $ 100,000 | ||||||||
Class B Common Units | Warrants Member | ||||||||||
Exercise price per share | $ 2.82 | |||||||||
Fair value Exercise price per share | $ 3.09 | |||||||||
Warrants to purchase shares of Common Stock | 1,618,123 | |||||||||
Common and Pre-Funded Warrants [Member] | ||||||||||
Warrant units to purchase stocks | 342,322 | |||||||||
Warrants to purchase shares of Common Stock | 1,618,123 | |||||||||
Pre-funded warrants to purchase shares of Common Stock | 1,533,123 | |||||||||
Warrants sold to purchase one share of common stock | 342,322 | |||||||||
Exercise price | $ 0.0001 | $ 0.0001 | ||||||||
PIPE | Warrants Member | ||||||||||
Warrant units to purchase stocks | 1,618,123 | |||||||||
Warrants sold to purchase one share of common stock | 1,618,123 | |||||||||
Exercisable warrant outstanding | 1,533,123 | |||||||||
Exercise price | $ 2.82 | |||||||||
Series A Common Stock Warrants [Member] | ||||||||||
Warrants to purchase shares of Common Stock | 3,707,944 | |||||||||
Exchange Series A Common Warrants to Series B Common Warrants | 3,236,246 | |||||||||
Exercise price per share | $ 0.6511 | |||||||||
Series B Common Stock Warrants [Member] | ||||||||||
Warrants to purchase shares of Common Stock | 3,236,246 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Grant Date Fair Value | $ 4.23 | $ 23.36 |
Risk-free Interest Rate | 3.90% | 1.50% |
Dividend Yield | 0% | 0% |
Expected Life In Years | 6 years 1 month 6 days | 5 years 4 months 24 days |
Expected Volatility | 112% | 123% |
Equity Incentive Plan (Details
Equity Incentive Plan (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Stock-based Compensation Expense | $ 522,082 | $ 930,325 |
Stock Option | ||
Research And Development | 193,700 | 218,324 |
General And Administrative | 328,382 | 712,001 |
Stock-based Compensation Expense | $ 522,082 | $ 930,325 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details 2) - Stock Option - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Weighted-Average Exercise Price, Options exercisable | $ 63.51 | |
Number of Options Outstanding, Options granted | 36,091 | |
Number of Options Outstanding, Options exercised | 0 | |
Number of Options Outstanding, Options cancelled | 0 | |
Number of Options Outstanding, Options exercisable | 53,413 | |
Number of Options Outstanding, Ending balance | 102,074 | 65,983 |
Number of Options Outstanding, Beginning balance | 65,983 | |
Weighted-Average Exercise Price, Beginning balance | $ 60.32 | |
Weighted-Average Exercise Price, Options granted | 4.96 | |
Weighted-Average Exercise Price, Options exercised | 0 | |
Weighted-Average Exercise Price, Options cancelled | 0 | |
Weighted-Average Exercise Price, Ending balance | $ 40.77 | |
Weighted Average Remaining Contractual Term in Years | 7 years 9 months 18 days | 8 years 2 months 12 days |
Weighted average Remaining Contractual Term in Years Options Granted | 9 years | |
Weighted Average Remaining Contractual Term in Years Options exercisable | 7 years 3 months 18 days |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Jul. 11, 2022 | Jan. 01, 2022 | |
Common stock, authorized | 250,000,000 | 250,000,000 | 90,000,000 | |
Stock-based Compensation Expense | $ 522,082 | $ 930,325 | ||
2021 Omnibus Equity Incentive Plan [Member] | ||||
Weighted-Average Recognized Remaining Contractual Term (in Years) | 1 year 9 months 18 days | |||
Additional shares reserved for future issuance | 513,277 | 5,205 | ||
Stock awards granted, exercisable period | 10 years | |||
Unrecognized stock based compensation expense | $ 600,000 | |||
Common stock, authorized | 7,701 | |||
Stock awards granted, vesting period | four years for employees and one year for directors of the Company’s Board and consultants | |||
Common stock traded price | $ 0.61 | |||
Common stock authorized for issuance | 513,150 | |||
Common stock authorized for issuance increase | 629,069 | |||
Restricted stock units, issued | 219,634 | |||
Stock-based Compensation Expense | $ 200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Licensing Agreements Member | 12 Months Ended |
Dec. 31, 2023 | |
March 31, 2017 | First Amendment Member | |
Future milestone payments description | the Company was required to make future milestone payments to Villani in an aggregate amount of up to $20.25 million upon the achievement of specified development and sales milestones, payable in cash or in equity |
July 30, 2021 | Second Amendment Member | |
Future milestone payments description | the Company is required to make future milestone payments to Villani in an aggregate amount of up to $40.5 million upon the achievement of specified development and sales milestones, payable in cash or in equity |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
U.s. Federal Statutory Income Tax Rate | $ (1,637) | $ (2,018) |
Permanent And Other Difference | 55 | 68 |
Stock-based Compensation Expense | 86 | 89 |
Research And Development Credits | (259) | (219) |
Valuation Allowance | 1,755 | 2,080 |
Total Tax Provision | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes | ||
Net Operating Loss Carryforwards | $ 2,980 | $ 1,927 |
Research And Development Carryforwards | 596 | 337 |
Capitalized research and development | 1,508 | 1,068 |
Stock-based Compensation Expense | 246 | 311 |
Intangible Assets | 5 | 49 |
Other, Net | 129 | 17 |
Total Deferred Tax Assets | 5,464 | 3,709 |
Less: Valuation Allowance | (5,464) | (3,709) |
Deferred Tax Assets | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Taxes | ||
Beginning Balance Of Unrecognized Tax Benefits | $ 557 | $ 41 |
Additions Based On Tax Positions Related To The Current Year | 64 | 81 |
Additions For Tax Positions Of Prior Years | 24 | 435 |
Reductions For Tax Positions In Prior Years | 0 | 0 |
Ending Balance Of Unrecognized Tax Benefits | $ 645 | $ 557 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance | $ 5,500 | $ 37 | $ 1,800 |
Operating Loss Carryforwards, Federal | $ 14,200 | ||
Net Operating Loss Carryforwards, Taxable Income Offset Limit, Percent | 80% | ||
Tax Credit Carryforwards, Research And Development | $ 596 | $ 337 | |
Federal | |||
Tax Credit Carryforwards, Research And Development | 700 | ||
State | |||
Net operating Loss Carryforwards, state | 5,000 | ||
Tax Credit Carryforwards, Research And Development | $ 100 | ||
Tax Credit Carryforward, Expiration Year | 2041 |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - $ / shares | 1 Months Ended | |
Jan. 31, 2024 | Dec. 31, 2023 | |
Stock options outstanding | 101,465 | |
Stock options authorized | 102,074 | |
Subsequent Event [Member] | ||
Stock option awards granted to employees | 410,000 | |
Stock option awards, exercise price per share | $ 0.6099 |