Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Allarity Therapeutics, Inc. | |
Trading Symbol | ALLR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 10,260,157 | |
Amendment Flag | false | |
Entity Central Index Key | 0001860657 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41160 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-2147982 | |
Entity Address, Address Line One | 210 Broadway | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | (401) | |
Local Phone Number | 426-4664 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 3,946 | $ 19,555 |
Other current assets | 182 | 625 |
Prepaid expenses | 491 | 36 |
Tax credit receivable | 1,442 | 838 |
Total current assets | 6,061 | 21,054 |
Non-current assets: | ||
Investment in Lantern Pharma Inc. stock | 350 | |
Property, plant and equipment, net | 5 | 8 |
Operating lease right of use assets | 41 | 86 |
Intangible assets, net | 12,027 | 28,135 |
Total assets | 18,134 | 49,633 |
Current liabilities: | ||
Accounts payable | 4,707 | 698 |
Accrued liabilities | 4,079 | 8,590 |
Income taxes payable | 83 | 60 |
Operating lease liabilities, current | 29 | 98 |
Derivative liabilities | 2,795 | |
Warrant liability | 1,262 | 11,273 |
Total current liabilities | 12,955 | 20,719 |
Non-current liabilities: | ||
Convertible promissory note and accrued interest, net | 1,057 | 979 |
Operating lease liabilities, net of current portion | 9 | |
Deferred tax | 619 | 1,961 |
Derivative liabilities | 7,181 | |
Total liabilities | 14,631 | 30,849 |
Commitments and contingencies (Note 19) | ||
Redeemable convertible preferred stock | ||
Series A Convertible Preferred stock $0.0001 par value (500,000 shares authorized) shares issued and outstanding at September 30, 2022 and December 31, 2021 were 15,226 and 19,800, respectively | 2,056 | 632 |
Stockholders’ equity | ||
Common stock, $0.0001 par value (30,000,000 shares authorized) shares issued and outstanding at September 30, 2022 and December 31, 2021 were 10,260,157 and 8,096,014, respectively | 1 | 1 |
Additional paid-in capital | 83,029 | 85,243 |
Accumulated other comprehensive loss | (1,871) | (600) |
Accumulated deficit | (79,712) | (66,492) |
Total stockholders’ equity | 1,447 | 18,152 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 18,134 | $ 49,633 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 10,260,157 | 8,096,014 |
Common stock, shares outstanding | 10,260,157 | 8,096,014 |
Series A Convertible Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 500,000 | 500,000 |
Preferred stock shares issued | 15,226 | 19,800 |
Preferred stock shares outstanding | 15,226 | 19,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 3,004 | $ 1,355 | $ 5,989 | $ 4,674 |
Impairment of intangible assets | 14,007 | |||
General and administrative | 1,558 | 2,619 | 7,717 | 6,140 |
Total operating expenses | 4,562 | 3,974 | 27,713 | 10,814 |
Loss from operations | (4,562) | (3,974) | (27,713) | (10,814) |
Other income (expenses) | ||||
Income from sale of IP | 1,000 | 1,780 | 1,000 | |
Interest income | 14 | 28 | 19 | |
Interest expense | (35) | (27) | (107) | (238) |
Finance expense | (393) | |||
Loss on investment | (45) | (137) | (115) | (317) |
Foreign exchange gains (losses) | (406) | 9 | (944) | (71) |
Change in fair value adjustment of derivative and warrant liabilities | 2 | 1,785 | 13,442 | 1,715 |
Penalty on Series A Preferred stock liability | (800) | |||
Loss on extinguishment of convertible debt | (474) | |||
Change in fair value of convertible debt | (141) | |||
Other income (expense), net | (470) | 2,658 | 13,275 | 1,081 |
Net loss for the period before tax expense | (5,032) | (1,316) | (14,438) | (9,733) |
Income tax benefit (expense) | (5) | (35) | 1,218 | (98) |
Net loss | (5,037) | (1,351) | (13,220) | (9,831) |
Deemed dividend of 8% on Preferred stock | (1,572) | |||
Cash obligations on converted Series A Preferred stock | (1,646) | (3,157) | ||
Net loss attributable to common stockholders | $ (6,683) | $ (1,351) | $ (17,949) | $ (9,831) |
Basic and diluted net loss per common stock (in Dollars per share) | $ (0.68) | $ (0.17) | $ (1.98) | $ (1.7) |
Weighted-average number of common stock outstanding, basic and diluted (in Shares) | 9,871,413 | 7,753,051 | 9,064,644 | 5,779,681 |
Other comprehensive loss, net of tax: | ||||
Net loss | $ (5,037) | $ (1,351) | $ (13,220) | $ (9,831) |
Change in cumulative translation adjustment | (643) | (1,101) | (1,271) | (1,785) |
Change in fair value attributable to instrument specific credit risk | (9) | |||
Comprehensive loss attributable to common stockholders | $ (5,680) | $ (2,452) | $ (14,491) | $ (11,625) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Deemed dividend percentage | 8% | |||
Basic and diluted net loss per common stock | $ (0.68) | $ (0.17) | $ (1.98) | $ (1.70) |
Weighted-average number of common stock outstanding, basic and diluted | 9,871,413 | 7,753,051 | 9,064,644 | 5,779,681 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Series A Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Obligation to Issue Shares | Accumulated Other Comprehensive Income | (Accumulated Deficit) | Total |
Balance at Dec. 31, 2020 | $ 1 | $ 62,907 | $ 1,375 | $ (39,844) | $ 24,439 | ||
Balance (in Shares) at Dec. 31, 2020 | 4,252,021 | ||||||
Debt conversion | 2,384 | 2,384 | |||||
Debt conversion (in Shares) | 528,810 | ||||||
Stock based compensation | 195 | 195 | |||||
Currency translation adjustment | (459) | (459) | |||||
Fair value of instrument specific Credit risk | (6) | (6) | |||||
Net loss | (3,085) | (3,085) | |||||
Balance at Mar. 31, 2021 | $ 1 | 65,486 | 910 | (42,929) | 23,468 | ||
Balance (in Shares) at Mar. 31, 2021 | 4,780,831 | ||||||
Balance at Dec. 31, 2020 | $ 1 | 62,907 | 1,375 | (39,844) | 24,439 | ||
Balance (in Shares) at Dec. 31, 2020 | 4,252,021 | ||||||
Net loss | (9,831) | ||||||
Balance at Sep. 30, 2021 | $ 1 | 79,755 | (419) | (49,676) | 29,661 | ||
Balance (in Shares) at Sep. 30, 2021 | 8,075,824 | ||||||
Balance at Mar. 31, 2021 | $ 1 | 65,486 | 910 | (42,929) | 23,468 | ||
Balance (in Shares) at Mar. 31, 2021 | 4,780,831 | ||||||
Debt conversion | 496 | 496 | |||||
Debt conversion (in Shares) | 99,383 | ||||||
Units issued for cash | 12,109 | 12,109 | |||||
Units issued for cash (in Shares) | 2,417,823 | ||||||
Warrants exercised for cash | 16 | 16 | |||||
Warrants exercised for cash (in Shares) | 5,433 | ||||||
Fair value of investor warrants (TO3) | (2,000) | (2,000) | |||||
Share issuance costs | (2,384) | 2,384 | 0 | ||||
Cumulative translation adjustment | (300) | (300) | |||||
Stock based compensation | 433 | 433 | |||||
Fair value of instrument specific Credit risk | (3) | (3) | |||||
Net loss | (5,396) | (5,396) | |||||
Balance at Jun. 30, 2021 | $ 1 | 74,156 | 2,384 | 607 | (48,325) | 28,823 | |
Balance (in Shares) at Jun. 30, 2021 | 7,303,470 | ||||||
Share issuance costs | (608) | (608) | |||||
Cumulative translation adjustment | (1,026) | (1,026) | |||||
Shares issued for cash on exercise of warrants | 3,246 | 3,246 | |||||
Shares issued for cash on exercise of warrants (in Shares) | 290,104 | ||||||
Units issued for share issuance costs | 2,384 | (2,384) | |||||
Units issued for share issuance costs (in Shares) | 482,250 | ||||||
Stock based compensation | 577 | 577 | |||||
Net loss | (1,351) | (1,351) | |||||
Balance at Sep. 30, 2021 | $ 1 | 79,755 | (419) | (49,676) | 29,661 | ||
Balance (in Shares) at Sep. 30, 2021 | 8,075,824 | ||||||
Balance at Dec. 31, 2021 | $ 632 | $ 1 | 85,243 | (600) | (66,492) | 18,152 | |
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 8,096,014 | |||||
Conversion of preferred stock into common stock | $ (62) | 62 | 62 | ||||
Conversion of preferred stock into common stock (in Shares) | (1,973) | 746,276 | |||||
Floor price liability | (133) | (133) | |||||
Reclassification of derivative liabilities related to converted preferred stock | 452 | 452 | |||||
Deemed dividend of 8% on preferred stock | 1,572 | (1,572) | (1,572) | ||||
Stock based compensation | 1,065 | 1,065 | |||||
Currency translation adjustment | (214) | (214) | |||||
Net loss | (3,080) | (3,080) | |||||
Balance at Mar. 31, 2022 | $ 2,142 | $ 1 | 85,117 | (814) | (69,572) | 14,732 | |
Balance (in Shares) at Mar. 31, 2022 | 17,827 | 8,842,290 | |||||
Balance at Dec. 31, 2021 | $ 632 | $ 1 | 85,243 | (600) | (66,492) | $ 18,152 | |
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 8,096,014 | |||||
Shares issued for cash on exercise of warrants (in Shares) | |||||||
Net loss | $ (13,220) | ||||||
Balance at Sep. 30, 2022 | $ 2,056 | $ 1 | 83,029 | (1,871) | (79,712) | 1,447 | |
Balance (in Shares) at Sep. 30, 2022 | 15,226 | 10,260,157 | |||||
Balance at Mar. 31, 2022 | $ 2,142 | $ 1 | 85,117 | (814) | (69,572) | 14,732 | |
Balance (in Shares) at Mar. 31, 2022 | 17,827 | 8,842,290 | |||||
Conversion of preferred stock into common stock | $ (26) | 26 | 26 | ||||
Conversion of preferred stock into common stock (in Shares) | (809) | 441,005 | |||||
Floor price liability | (1,377) | (1,377) | |||||
Reclassification of derivative liabilities related to converted preferred stock | 161 | 161 | |||||
Stock based compensation | (59) | (59) | |||||
Currency translation adjustment | (414) | (414) | |||||
Net loss | (5,103) | (5,103) | |||||
Balance at Jun. 30, 2022 | $ 2,116 | $ 1 | 83,868 | (1,228) | (74,675) | 7,966 | |
Balance (in Shares) at Jun. 30, 2022 | 17,018 | 9,283,295 | |||||
Conversion of preferred stock into common stock | $ (60) | 60 | 60 | ||||
Conversion of preferred stock into common stock (in Shares) | (1,792) | 976,862 | |||||
Floor price liability | (1,646) | (1,646) | |||||
Reclassification of derivative liabilities related to converted preferred stock | 341 | 341 | |||||
Stock based compensation | 406 | 406 | |||||
Currency translation adjustment | (643) | (643) | |||||
Net loss | (5,037) | (5,037) | |||||
Balance at Sep. 30, 2022 | $ 2,056 | $ 1 | $ 83,029 | $ (1,871) | $ (79,712) | $ 1,447 | |
Balance (in Shares) at Sep. 30, 2022 | 15,226 | 10,260,157 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,220) | $ (9,831) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Proceeds from sale of IP | (1,780) | (1,000) |
Penalty on Series A Preferred stock liability | 800 | |
Depreciation and amortization | 58 | 90 |
Intangible asset impairment | 14,007 | |
Stock-based compensation | 1,412 | 1,205 |
Unrealized foreign exchange loss | 145 | 71 |
Non-cash finance expense | 393 | |
Non-cash interest | 135 | 148 |
Loss on investment | 115 | 317 |
Change in fair value adjustment of convertible debt | 474 | |
Loss on extinguishment of convertible debt | 141 | |
Change in fair value adjustment of warrant and derivative liabilities | (13,442) | (1,715) |
Deferred income taxes | (1,342) | 146 |
Changes in operating assets and liabilities: | ||
Other current assets | 388 | (97) |
Tax credit receivable | (787) | (589) |
Prepaid expenses | (502) | 49 |
Accounts payable | 4,483 | (1,378) |
Accrued liabilities | (4,786) | 1,107 |
Income taxes payable | 23 | |
Operating lease liability | (78) | (98) |
Net cash used in operating activities | (14,371) | (10,567) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of IP | 809 | 1,000 |
Net cash provided by investing activities | 809 | 1,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Line of credit | (84) | |
Cash paid in connection with conversion of Series A Preferred Stock | (1,511) | |
Penalty on Series A preferred stock liability | (800) | |
Proceeds from common share issuance | 14,874 | |
Proceeds from exercised warrants | ||
Common share issuance costs | (620) | |
Proceeds from convertible loan | 1,200 | |
Loan proceeds | 2,945 | |
Repayment of loan | (2,934) | |
Net cash (used in) provided by financing activities | (2,311) | 15,381 |
Net increase (decrease) in cash | (15,873) | 5,814 |
Effect of exchange rate changes on cash | 264 | (528) |
Cash, beginning of period | 19,555 | 298 |
Cash, end of period | 3,946 | 5,584 |
Supplemental information | ||
Cash paid for income taxes | 1 | 49 |
Cash paid for interest | 20 | 471 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offset of payable against receivable from sale of IP | 971 | |
Conversion of Series A Convertible Preferred stock to equity | 1,103 | |
Deemed 8% dividend on Series A Preferred shares | 1,572 | |
Conversion of convertible debt to common shares | 2,825 | |
Conversion of investor warrants | 206 | |
Conversion of derivative liability to equity | 483 | |
Non-cash share issuance costs | 2,384 | |
Common shares issued to settle accounts payable | 55 | |
Right of use asset modification | $ 145 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2022 | |
Statement of Cash Flows [Abstract] | |
Deemed dividend | 8% |
Organization, Principal Activit
Organization, Principal Activities, and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Principal Activities, and Basis of Presentation [Abstract] | |
Organization, Principal Activities, and Basis of Presentation | 1. Organization, Principal Activities, and Basis of Presentation Allarity Therapeutics, Inc. and Subsidiaries (the “Company”) is a clinical stage pharmaceutical company that develops drugs for the personalized treatment of cancer using drug specific companion diagnostics (cDx) generated by its proprietary drug response predictor technology, DRP ® The Company’s principal operations are located at Venlighedsvej 1, 2970 Horsholm, Denmark. The Company’s United States operations are located at 210 Broadway #201, Cambridge, MA 012139, United States of America. (a) Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Pursuant to the requirements of Accounting Standard Codification (ASC) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern Since inception, the Company has devoted substantially all its efforts to business planning, research and development, clinical expenses, recruiting management and technical staff, and securing funding via collaborations. The Company has historically funded its operations with proceeds received from its collaboration arrangements, sale of equity capital and proceeds from sales of convertible notes. The Company has incurred significant losses and has an accumulated deficit of $79.7 million as of September 30, 2022. Our current cash position is insufficient to fund our current operating plan and planned capital expenditures for the next 12 months. These conditions give rise to substantial doubt over the Company’s ability to continue as a going concern. Management’s plans to mitigate the conditions or events that raise substantial doubt include additional funding through public equity, private equity, debt financing, collaboration partnerships, or other sources. There are no assurances, however, that the Company will be successful in raising additional working capital, or if it is able to raise additional working capital, it may be unable to do so on commercially favorable terms. The Company’s failure to raise capital or enter into other such arrangements if and when needed would have a negative impact on its business, results of operations and financial condition and its ability to develop its product candidates. Although management continues to pursue its funding plans, there is no assurance that the Company will be successful in obtaining sufficient funding to fund continuing operations on terms acceptable to the Company, if at all. Accordingly, based upon cash on hand at the issuance date of these financial statements the Company does not have sufficient funds to finance its operations for at least twelve months from the issuance date and therefore has concluded that substantial doubt exists about the Company’s ability to continue as a going concern. (b) Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) as established by the Financial Accounting Standards Board (the “FASB”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed interim consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated balance sheet, results of operations and comprehensive loss, statements of changes in redeemable convertible preferred stock and stockholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021, and 2020 thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 17, 2022. The preparation of these unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These condensed consolidated financial statements and notes do not include all disclosures required by U.S. GAAP and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes. (c) Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name Country of Incorporation Allarity Acquisition Subsidiary Inc. United States Allarity Therapeutics Europe ApS (formerly Oncology Venture Product Development ApS) Denmark Allarity Therapeutics Denmark ApS (formerly OV-SPV2 ApS) Denmark MPI Inc. United States Oncology Venture US Inc. United States All intercompany transactions and balances have been eliminated upon consolidation. (d) Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The extent of the impact and effects of the coronavirus (COVID-19) on the operation and financial performance of the Company’s business will depend on future developments, including the duration and spread of the outbreak and varying virus mutations, related travel advisories and restrictions, the recovery time of disrupted research services, the consequential staff shortages, and research and development delays, or the uncertainty with respect to the accessibility of additional liquidity or capital markets, all of which are highly uncertain and cannot be predicted. If the Company’s operations are impacted by the outbreak for an extended period, the Company’s results of operations or liquidity may be materially adversely affected. (e) Impact of the Russia-Ukraine War There have been immense flows of refugees to Europe and Denmark is ready to facilitate and to accept refugees from the Ukraine. It is far too early to estimate how many migrants Denmark will facilitate, but immigration officials have begun preparing to accept Ukrainian refugees. Being a North Atlantic Treaty Organization (NATO) member, Denmark will strengthen its own national preparedness as well as that of the NATO defense alliance. The Ukraine crisis has not yet had an impact on our results of operations however we expect it may have an impact on the costs of materials we purchase for our laboratory operations in Denmark but, we cannot predict the impact now. (f) Reclassification Certain amounts in prior periods financial statements have been reclassified to conform to current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Use of Estimates and Assumptions 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, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Series A preferred shares, warrants, convertible debt, and the accrual for research and development expenses, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. Actual results could differ from those estimates or assumptions. (b) Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency. The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive (loss). Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate translations are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss as incurred (c) Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits is not significant. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. (d) Cash Cash consists primarily of highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents or restricted cash on September 30, 2022 and December 31, 2021. (e) Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. (f) Accumulated other comprehensive loss Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended September 30, 2022 and 2021, the Company recorded accumulated foreign currency translation losses of ($643) and ($1,101) respectively; and instrument specific credit risk losses of $0 and $0 respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded accumulated foreign currency translation losses of ($1,271) and ($1,785) respectively; and instrument specific credit risk losses of $0 and ($9) respectively. (g) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. (h) JOBS Act accounting election The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. (i) Recently adopted accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04 — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10 — Government Assistance — Disclosures by Business Entities about Government Assistance — to require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The ASU is effective prospectively or retrospectively for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. (j) Recently Issued Accounting Pronouncements Changes to GAAP are established the FASB in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. All other ASUs issued through the date of these financial statements were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s condensed consolidated financial position and results of operations. |
Other Current Assets
Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Assets [Abstract] | |
Other Current Assets | 3. Other Current Assets The Company’s other current assets are comprised of the following: September 30, December 31, Deposits $ 47 $ 53 Salary deposit 84 65 Value added tax (“VAT”) receivable 46 507 Other 5 — Net other current assets $ 182 $ 625 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses [Abstract] | |
Prepaid Expenses | 4. Prepaid Expenses September 30, December 31, Prepaid insurance $ 409 $ 14 Other prepayments 83 22 $ 491 $ 36 |
Investment
Investment | 9 Months Ended |
Sep. 30, 2022 | |
Investment [Abstract] | |
Investment | 5. Investment The Company owned 43,898 common shares in Lantern Pharma Inc. (“Lantern Pharma”) because of a prior license agreement made with Lantern Pharma in 2017. During September 2020 Lantern Pharma became publicly listed. During July 2022, the Company sold its 43,898 common shares in Lantern Pharma in exchange for net proceeds of $235 and recognized a loss of $115. September 30, December 31, 2022 2021 Opening balance $ 350 $ 845 Less receipt of sale proceeds, net (235 ) — Loss recognition (115 ) (495 ) Ending balance $ — $ 350 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, plant and equipment, net | 6. Property, plant and equipment, net Property, plant and equipment, net consisted of the following: September 30, December 31, Laboratory equipment $ 329 $ 336 Less: accumulated depreciation (324 ) (328 ) $ 5 $ 8 Depreciation expense for property, plant and equipment and right of use assets for the nine months ended September 30, 2022, and September 30, 2021 was $58 and $90 respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets [Abstract] | |
Intangible assets | 7. Intangible assets Intangible assets, net of accumulated amortization, impairment charges and adjustments are summarized as follows: IPR&D Opening balance, December 31, 2021 $ 28,135 Impairment recognized during the period (14,007 ) Foreign translation adjustment (2,101 ) Ending balance, September 30, 2022 $ 12,027 IPR&D Acquired Patents Opening balance, December 31, 2020 $ 35,896 $ 78 Impairment recognized during the year (7,761 ) — Accumulated amortization — (78 ) Ending balance, December 31, 2021 $ 28,135 $ — As a result of both the Company’s February 15, 2022, receipt of a Refusal to File (“RTF”) from the U.S. Food and Drug Administration regarding the Company’s new drug application (“NDA”) for Dovitinib, and the current depressed state of the Company’s stock price, the Company performed an impairment assessment on its individual intangible assets during the period ended March 31, 2022 utilizing a discounted cash flow model with a weighted average cost of capital (“WACC”) of 16%, and recognized an impairment charge of $14,007 during the three month period ended March 31, 2022. The Company has further assessed the fair value of its intangible assets at June 30, 2022 and September 30, 2022 and determined that no further impairment is warranted as of those dates. Individual material development projects in progress are as follows: September 30, December 31, 2022 2021 Stenoparib $ 12,027 $ 25,407 Dovitinib — 2,728 Total $ 12,027 $ 28,135 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Accrued liabilities | 8. Accrued liabilities The Company’s accrued liabilities are comprised of the following: September 30, December 31, 2022 2021 3i LP floor price liability $ 1,646 $ — Milestone liabilities 1,400 — Consultants 200 — Development cost liability 83 6,750 Payroll accruals 412 1,088 Accrued Board member fees 70 54 Accrued audit and legal 265 316 Other 3 382 $ 4,079 $ 8,590 |
Convertible Promissory Note
Convertible Promissory Note | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Promissory Note [Abstract] | |
Convertible promissory note, net | 9. Convertible promissory note On April 12, 2022, Allarity Therapeutics Denmark ApS (formerly OV-SPV2 ApS) (“Allarity Denmark” or “OV-SPV2 ApS”), a subsidiary of Allarity Therapeutics Europe ApS (“Allarity Europe”), which is a wholly-owned subsidiary of Allarity Therapeutics, Inc., re-issued a Convertible Promissory Note (the “Promissory Note”) to Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis,” and together with Allarity Europe, the “License Parties”) in the principal amount of $1,000. The Promissory Note was re-issued pursuant to the First Amendment to License Agreement, with an effective date of March 30, 2022 (the “First Amendment”), entered into by and between the License Parties, which amended the License Agreement dated April 6, 2018 (the “Original Agreement”) previously entered into by the License Parties relating to the Compound (as defined in the Original Agreement). In consideration of the licenses and rights granted, Allarity Europe paid Novartis a one-time, non-refundable, non-creditable upfront payment consisting of $1,000 (“Upfront Payment”) and issued to Novartis a Promissory Note with an initial principal balance equal to $1,000, which Allarity Europe caused its affiliate, OV-SPV2, to issue to Novartis. In accordance with the terms of the Promissory Note, all payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of the Promissory Note, plus any accrued interest thereon, shall be due and payable on the earlier to occur of: (i) the seventh (7th) anniversary of April 6, 2018; and (ii) an event of default (the “Maturity Date”). The Promissory Note pays simple interest on the outstanding principal amount from the date until payment in full, which interest shall be payable at the rate of five percent (5%) per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The entire outstanding principal balance of the Promissory Note and all accrued interest shall be fully due and payable on the Maturity Date. The Promissory Note is convertible upon an initial public offering (“IPO”) of OV-SPV2 and allows Novartis a one-time right to exchange the Promissory Note for such number of equity securities of OV-SPV2 equal to three percent (3%) of OV-SPV2’ outstanding equity securities, calculated on a fully diluted as-converted to common stock basis, held by all holders of equity securities of OV-SPV2 immediately prior to the closing of the IPO. As the Promissory Note was assumed in connection with the 2018 Merger, the Company recognized the Promissory Note and related accrued interest at its fair value, based upon an equivalent market interest rate of 12.875%, of approximately $787 on December 31, 2019, and recognized interest expense of $93 and $99 in the years ended December 31, 2020 and 2021 respectively and a corresponding increase in liability, resulting in a net liability of $979 and $880 at each of December 31, 2021 and December 31, 2020 respectively. The Company will measure the Promissory Note at amortized cost in subsequent reporting periods. The Company evaluated the Promissory Note under ASC 480 and ASC 815 and the identified embedded features inclusive of: (1) conversion upon an IPO; (2) mandatory redemption upon a change of control; and (3) mandatory redemption in the event of default; to determine if bifurcation is required pursuant to ASC 815-15-25-1. The Promissory Note is a freestanding instrument that is convertible into shares of the OV-SPV2 ApS’ common (or preferred, as the case may be) equity. The Promissory Note was not issued in conjunction with any other instrument meaning that the Promissory Note meets the definition of a freestanding instrument. Since the conversion feature meets the definition of a derivative it was evaluated for bifurcation and management determined the conversion feature requires bifurcation but because the value is not material the conversion feature has not been bifurcated at this time. The Company will continue to monitor for changes in specific facts and circumstances which may impact the conclusions reached herein. During the nine-month periods ended September 30, 2022 and 2021, the Company recorded $78 and $74 respectively to interest expense and increased the convertible promissory note liability by the same amount. The roll forward of the Promissory Notes as of September 30, 2022 and December 31, 2021, is as follows: September 30, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (215 ) (263 ) Plus, accretion of debt discount, interest expense 40 48 Convertible promissory note, net of discount 825 785 Interest accretion, opening 194 143 Interest accretion, expense 38 51 Ending balance $ 1,057 $ 979 |
Convertible Debt
Convertible Debt | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Debt [Abstract] | |
Convertible debt | 10. Convertible debt On March 31, 2020 the Company entered into an agreement to issue up to $10,100 (the “Commitment”) to be funded in tranches (“Tranches”) of ten non-interest-bearing notes (“Notes”) convertible into new shares of the Company, each with a value of $1,010; 95% of each Tranche is received in cash, net of a 5% fee, and the conversion price of the Notes is 95% of the lowest closing volume weighted average price as reported by Bloomberg (“VWAP”). The Company accounted for the Notes issued under the FVO election whereby the financial instrument is initially measured at its issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date. The estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying condensed consolidated statements of operations under the caption “change in fair value of convertible debt”. The Company determined the fair value of the Notes using a discounted cash flow valuation technique with a WACC of 15%. The Company estimates the change in fair value attributable to the instrument specific credit risk of the Notes at 1% under the fair value option and accordingly has recognized a loss of $9 in other comprehensive income during the nine-month period ended September 30, 2021. The roll forward of the Notes for the period ended September 30, 2021, is as follows: September 30, Opening fair value $ 1,327 Convertible debt issued in the period 1,140 Change in fair value reported in statement operations 474 Foreign exchange (116 ) Conversion of notes to common stock (2,825 ) Ending fair value balance at September 30, 2021 $ — An effective interest rate determines the fair value of the Notes. The notes are unlisted and therefore, they are categorized as Level 3 in accordance with ASC 820, “Fair Value Measurements and Disclosures.” The Notes were fully converted to shares during the period ended September 30, 2021. |
Series A Preferred Stock and Co
Series A Preferred Stock and Common Stock Purchase Warrants | 9 Months Ended |
Sep. 30, 2022 | |
Series A Preferred Stock and Common Stock Purchase Warrants [Abstract] | |
Series A Preferred Stock and Common Stock Purchase Warrants | 11. Series A Preferred Stock and Common Stock Purchase Warrants (a) Series A Preferred Stock Terms On May 20, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with 3i, LP, a Delaware limited partnership (“3i”) for the purchase and sale of 20,000 shares of our Series A Convertible Preferred Stock (the “Preferred Shares”) for $1,000 per share for an aggregate purchase price of $20 million (the “PIPE Investment”) with accompanying common stock purchase warrants (the “3i Warrants”). On December 8, 2021, the Board adopted resolutions to create a series of twenty thousand (20,000) shares of preferred stock, par value $0.0001, designated as “Series A Convertible Preferred Stock.” On December 14, 2021, we filed a Certificate of Designations (the “COD”) setting forth the rights, preferences, privileges and restrictions for 20,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). On December 20, 2021, we issued 20,000 shares of Preferred Stock at $1,000 per share and a common stock purchase warrant to purchase 2,018,958 shares of common stock at an initial exercise price of $9.9061 to 3i for an aggregate purchase price of $20 million. All shares of capital stock are junior in rank to all Series A Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company. The Series A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into common stock immediately prior to the date of such payment, and will be entitled to convert into shares of common stock at an initial fixed conversion price of $9.9061 per share, subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice. Under the terms of the COD, the initial fixed conversion price of the Series A Preferred Stock is $9.9061, subject to adjustment. In the event that (i) the average of the VWAP of the Company’s shares for each of the five (5) trading days immediately preceding the date of delivery is less than the fixed conversion price of $9.9061 (a “Price Failure”), or (ii) the sum of (x) the aggregate daily dollar trading volume (as reported on Bloomberg) of our common stock on Nasdaq during the ten (10) trading day period ending on the trading day immediately preceding such date of determination, divided by (y) ten (10), is less than $1,500 (a “Volume Maximum Failure”), each share of Series A Preferred Stock is entitled to convert at a price equal to 90% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding the date of delivery divided by two (2) (the “90% Conversion Price”), but not less than the Floor Price (as defined in the COD), or, at the time of such Price Failure or Volume Maximum Failure, the sum of the average daily U.S. Dollar volume for our common stock during the ten (10) days previous to conversion divided by ten (10) is less than $2 million then each share of Series A Preferred Stock is entitled to convert at the lower of the fixed conversion price or a price equal to 80% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding delivery divided by two (2) (the “80% Conversion Price”), but not less than the Floor Price (such 80% Conversion Price or 90% Conversion Price, as the case may be, the “Alternate Conversion Price”). In addition, the COD and the Warrant provides for an adjustment to the conversion price and exercise of the Warrant in the event of a “new issuance” of our common stock, or common stock equivalents, at a price less than the applicable conversion price of the Series A Preferred Stock or exercise price of the Warrant. The adjustment is a “full ratchet” adjustment in the conversion price of the Series A Preferred Stock and the exercise price of the Warrant equal to the lower of the new issuance price or the then existing conversion price of the Series A Preferred Stock or exercise price of Warrant, with few exceptions. Furthermore, if we fail to maintain an adequate number of authorized and unissued shares of our common stock in reserve and we are unable to deliver shares or our common stock upon conversion of the Preferred Stock, we may be required to redeem the shares we were unable to deliver at a price equal to the highest closing price of our common stock during the time between the failure to deliver shares of our common stock and the redemption date. If certain defined “triggering events” defined in the COD occur, such as a breach of the Registration Rights Agreement (specifically the Company’s Form S-1 as filed on SEC Edgar on September 13, 2021 and subsequently amended), suspension of trading, or our failure to convert the Series A Preferred Stock into common stock when a conversion right is exercised, failure to issue our common stock when the Warrant is exercised, failure to declare and pay to any holder any dividend on any dividend date, or upon a “bankruptcy triggering event” (as defined in the COD), then we may be required to redeem the Series A Preferred Stock for cash in the amount of up to a minimum of 125% of their Conversion Amount (as defined in the COD). In addition, if thirty (30) days after our common stock commences trading on the Nasdaq Stock Market the sum of the average daily dollar volume for the ten (10) days previous to conversion divided by ten (10) is less than $2.5 million, then the Series A Preferred Stock will be entitled to a one-time dividend equal to an 8% increase in the stated value of the Series A Preferred Stock, or an $80 dollar increase per share in stated value, resulting in a stated value of $1,080 (one thousand and eighty dollars) per Series A Preferred Stock. Additionally, if any of the triggering events are not addressed on a timely basis, we could be liable to pay and 18% per annum dividend. On April 29, 2022, the Company experienced a triggering event as defined in the COD. In the event that the Company experiences a “Change of Control” (as defined in the COD), the Company may also be required to redeem the Preferred Shares for cash at a minimum of 125% of their Conversion Amount. Holders of Series A Preferred Stock will have no voting rights, except as required by law and as expressly provided in the COD. (b) Series A Preferred Stock Triggering Event As more specifically discussed below, a “Triggering Event” under the COD occurred on April 29, 2022, under Section 5(a)(ii) of the COD, which would have resulted in the following unless 3i, agreed to forebear and/or waive its rights under the COD: 1. An 18% per annum dividend will start to accrue on the stated value of all outstanding Preferred Shares and will continue to accrue until the Triggering Event has been cured. The accrued dividend is added to the stated value prior to the Dividend Payment Date and paid in cash on the first trading day of the Company’s next fiscal quarter. A “Late Charge” in the amount of 18% per annum will accrue on any amounts due to be paid to holders of the Preferred Shares if not paid when due, including payments that may be owed under Section (e) of the Registration Rights Agreement (“RRA”). 2. A “Triggering Event Redemption Right” will commence and remain open for a period of 20 trading days from the later of the date the Triggering Event is cured or the receipt by 3i of the Triggering Event Notice. Under the Triggering Event Redemption Right, if elected by the holder of the Preferred Shares, the Company would be obligated to redeem all or a portion of the Preferred Shares for a minimum of 125% of the stated value of the Preferred Shares. Concurrently, under the provisions of the PIPE Warrant, if elected by 3i, the Company would be obligated to redeem the PIPE Warrant for the Black Sholes Triggering Event Value as defined in the warrant agreement. 3. A “Registration Delay Payment” will accrue on April 22, 2022 (the expiration of the Allowable Grace Period under the RRA) in the amount of 2% of 3i’s “Purchase Price” as defined in the Securities Purchase Agreement which is approximately 2% of $20 million, or $400 and will continue to accrue at 2% every 30 days thereafter. Additionally, a late charge of 2% per month will accrue on any payments that are not paid when due. The Registration Delay Payments will stop accruing when the post-effective amendment is declared effective by the SEC at which time the registration statement and its prospectus will again be available for the resale of common stock. On May 4, 2022, the Company and 3i entered into a Forbearance Agreement and Waiver, dated April 27, 2022, wherein 3i confirmed that no Triggering Event as defined under the COD has occurred prior to April 27, 2022, that a Triggering Event under Section 5(a)(ii) will and has occurred on April 29, 2022, and that in consideration for the Registration Delay Payments the Company is obligated to pay under the RRA, and additional amounts the Company is obligated to pay under the COD and 3i’s legal fees incurred in the preparation of the Forbearance Agreement and Waiver in the aggregate of $539 paid upon execution of the Forbearance Agreement and Waiver, and so long as the Company pays the Registration Delay Payments that become due and payable under the RRA after the execution of the Forbearance Agreement and Waiver, 3i has agreed to forbear exercising any rights or remedies that it may have under the COD that arises as a result of a Triggering Event under Section 5(a)(ii) of the COD and Section 4(c)(ii) of the PIPE Warrant until the earlier to occur of (i) the date immediately prior to the date of occurrence of a Bankruptcy Triggering Event, (ii) the date of occurrence of any other Triggering Event under Section 5(a) of the COD (excluding any Triggering Event arising solely as a result of Section 5(a)(ii) of the COD and Section 4(c)(ii) of the PIPE Warrant), (iii) the time of any breach by the Company under the Forbearance Agreement and Waiver, (iv) the Resale Availability Date as defined therein and (v) June 4, 2022 (such period, the “Forbearance Period”). Provided that the Company is not in breach of its obligations under Forbearance Agreement and Waiver, effective as of the Trading Day immediately following the date the Company cures the Triggering Event under Section 5(a)(ii) of the COD, 3i agrees to waive any rights or remedies that it may have under the COD that arises as a result of a Triggering Event under Section 5(a) of the COD and Section 4(c)(ii) of the PIPE Warrant that may have arisen prior to the date of the Forbearance Agreement and Waiver. On June 6, 2022, we entered into that certain First Amendment to the Forbearance Agreement and Waiver with 3i, (the “Amendment”) to extend the forbearance period date under subsection 5 of Section 2 of the Forbearance Agreement and Waiver dated April 27, 2022 (the “Original Agreement”) from June 4, 2022, to June 20, 2022. In addition, the parties agreed that the forbearance period of September 20, 2022 may also be extended for an additional fifteen (15) days to July 5, 2022, provided that, on June 20, 2022 the Company will remove the restrictive legend on 441,005 shares of common stock of the Company issued in connection with the conversion of certain shares of Series A Preferred Stock (“Conversion Shares”) by 3i pursuant to the conversion notice dated May 2, 2022, and 3i is able to sell the Conversion Shares free of restrictions (including volume restrictions) pursuant to SEC Rule 144(b)(1)(i) (the “Legend Removal”). The Original Agreement was entered into by the Company and 3i because of a delay under the Registration Rights Agreement dated May 20, 2021. Under the Original Agreement, in exchange for certain consideration, 3i agreed to forbear exercising any rights or remedies that it may have had under the COD in connection with certain Triggering Events (as described therein) until the earlier to occur of (i) the date immediately prior to the date of occurrence of a Bankruptcy Triggering Event, (ii) the date of occurrence of any other Triggering Event under Section 5(a) of the COD (excluding any Triggering Event arising solely as a result of Section 5(a)(ii) of the COD and Section 4(c)(ii) of the Warrant), (iii) the time of any breach by the Company under the Forbearance Agreement and Waiver, (iv) the Resale Availability Date as defined therein and (v) June 4, 2022 (such period, the “Original Forbearance Period”). As a result of the Amendment, the June 4, 2022, date has been amended to June 20, 2022, with the option to extend to July 5, 2022, subject to the Legend Removal. (c) 3i Warrant Terms Concurrently with the issuance of our Preferred Stock, the Company issued warrants to purchase 2,018,958 shares of the Company’s common stock at an exercise price of $9.9061 per share, subject to adjustments (“3i Warrants”). The material terms of the 3i Warrants are as follows: (i) The warrants have and term of three years and expire on December 20, 2024; (ii) The exercise of the 3i Warrants are subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice; (iii) The exercise price and the number of 3i Warrant shares issuable upon the exercise of the 3i Warrants are subject to adjustment; (iv) In the event of either the Company consolidating or merging with or into another entity (the “Fundamental Transaction”), the sale or assignment of substantially all of the Company’s subsidiaries, or a Triggering Event (as defined in the COD), the holder is entitled to require the Company to pay the holder an amount in cash equal to the Black-Scholes value of the 3i Warrants on or prior to the later of the second trading after the date of request for payment and the date of consummation of the Fundamental Transaction; or at any time after occurrence of the Triggering Event. (d) Accounting i. Series A Convertible Preferred Stock The Company evaluated the Series A Convertible Preferred Stock redemption feature and recorded it in mezzanine given the cash redemption right that is within the holder’s control. The Company recognizes changes in redemption value when redemption becomes probable to occur. The embedded conversion feature related to the convertible derivative liability has been recorded on the balance sheet as a current liability at its fair market value utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period as described in Note 11(e). ii. 3i Warrants The 3i Warrants were identified as a freestanding financial instrument and meet the criteria for derivative liability classification, initially measured at fair value. Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e., share price, exercise price, term, volatility, risk-free rate and expected dividend rate). (e) Series A Preferred Stock Conversions Between January 1, 2022, and September 30, 2022, a total of 4,574 Series A Preferred shares were converted into 2,164,143 shares of our common stock, thereby reducing outstanding Series A Preferred shares at September 30, 2022 to 15,226. The fair value of the derivative liability associated with the Series A Preferred Stock converted during the nine-month period ended September 30, 2022, as determined by Monte Carlo simulations, was $955. Because the latest eight conversions in the nine-month period ended September 30, 2022, were completed at less than the agreed floor price, we recorded a floor price liability and recognized a corresponding reduction of additional paid in capital, as follows: i. During the six months ended June 30, 2022, $1,511 (paid in cash prior to June 30, 2022); and ii. During the three months ended September 30, 2022, $1,646 (recorded as an accrued liability at September 30, 2022, inclusive of accrued interest of $49). (See Note 20) Additionally, because the Company’s average daily dollar volume of stock trading was less than $2.5 million during a ten-day period in January 2022, the Company has recorded a one-time deemed dividend of 8% in the amount of $1,572 on preferred stock converted between February 1, 2022 and March 31, 2022 and the balance of Series A Preferred Stock outstanding as at March 31, 2022 as an increase to the value of the Series A Preferred Stock and a reduction of additional paid in capital. In addition, under the terms of the Registration Rights Agreement (“RRA”), during the nine-month period ended September 30, 2022, the Company has also paid 3i an additional $800 in Registration Delay Payments. The following inputs were used for the Series A Preferred Stock conversions recorded in the nine-month period ended September 30, 2022 and the fair value of the Series A Preferred Derivative liability determined at September 30, 2022 and December 31, 2021: January 1, December 31, Initial exercise price $9.05 - $9.91 $ 9.91 Stock price on valuation date $1.10 - $10.75 $ 10.37 Risk-free rate 1.03% - 4.23 % 0.96 % Time to exercise (years) 2.22 - 2.96 2.97 Equity volatility 70% - 114 % 70 % Probability of volume failure 93% - 99 % 92 % Rounded 10-day average daily volume (in 1,000’s) $297 - $873 $ 908 On September 30, 2022, the Company utilized the reset strike options Type 2 model by Espen Garder Haug and Black-Scholes Merton models to estimate the fair value of the 3i Warrants to be approximately $1,262. On December 31, 2021, the Company utilized Monte Carlo simulations models to estimate the fair value of the 3i Warrants to be approximately $11,273. The 3i Warrants were valued at September 30, 2022 and December 31, 2021, using the following inputs: September 30, December 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 1.10 $ 10.50 Risk-free rate 4.14 % 0.91 % Expected life of the 3i Warrant to convert (years) 2.22 3.0 Rounded annual volatility 106 % 73 % Timing of liquidity event November 15, 2022 Q3 2022 – Q2 2023 Expected probability of event 98 % 90 % The accounting for the Series A Convertible Preferred Stock and 3i Warrants is illustrated in the tables below: Consolidated Balance Sheets Consolidated Warrant Series A Series A Additional Finance Fair value Subscription proceeds received on December 20, 2021 $ 11,273 $ 7,409 $ 1,318 $ — $ — $ — Costs allocated and expensed — — (680 ) — 877 — December 21, 2021 conversion of 200 Series A Preferred Stock — (74 ) (6 ) 80 — — Fair value adjustment at December 31, 2021 — (154 ) — — — (154 ) Balance, December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 80 $ 877 $ (154 ) Consolidated Balance Sheets Warrant Series A Series A Additional Accrued Consolidated Balances, December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 80 $ — $ (154 ) Conversion of 1,973 shares of Series A Preferred Stock — (452 ) (62 ) 514 — — Floor price adjustment on conversion of 1,973 shares of Series A Preferred stock — — — (133 ) 133 — 8% deemed dividend on Preferred Stock — — 1,572 (1,572 ) — — Fair value adjustment (9,008 ) (3,558 ) — — — 12,566 Balances, March 31, 2022 2,265 3,171 2,142 (1,111 ) 133 12,566 Conversion of 809 shares of Series A Preferred Stock — (161 ) (26 ) 187 — — Floor price adjustment on conversion of 809 shares of Series A Preferred Stock — — — (1,377 ) 1,377 — Cash payment of accrued liabilities — — — — (1,511 ) — Fair value adjustment (746 ) (128 ) — — — 874 Balances, June 30, 2022 1,519 2,882 2,116 (2,301 ) (1 ) 13,440 Conversion of 1,792 shares of Series A Preferred Stock — (341 ) (60 ) 401 — — Floor price adjustment on conversion of 1,792 shares of Series A Preferred Stock — — — (1,646 ) 1,646 — Fair value adjustment (257 ) 255 — — — 2 Balances, September 30, 2022 $ 1,262 $ 2,795 $ 2,056 $ (3,546 ) $ 1,645 $ 13,442 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 12. Derivative Liabilities (a) Series A Preferred Stock Conversion Feature The derivative scope exception under ASC 815 is not met because a settlement contingency is not indexed to the Company’s stock. Therefore, the redemption feature (derivative liability) has been bifurcated from the Series A Preferred Stock and recorded as a derivative liability. The derivative value of the Series A Preferred Stock Redemption Feature (the “Redemption Feature”) is the difference between the fair value of the Series A Preferred Stock with the Redemption Feature and the Series A Preferred Stock without the Redemption Feature. The Series A Preferred Stock Redemption Feature has been valued with a Monte Carlo Simulation model, using the inputs as described in Note 12(e). (b) Investor Warrants In connection with subscriptions of Offer Units in the rights issue carried out in September 2021, 2,417,824 investor warrants (“TO3 warrants”) have been granted to investors. All Warrants were vested as of their grant date, were exercisable for $10 per share and had an expiration date of April 15, 2023. At September 30, 2021 total investor warrants outstanding of 3,504,582 were comprised of: 1,086,758 warrants outstanding exercisable at a weighted average exercise price of $36.0 per share and 2,417,824 TO3 warrants exercisable for $10.0 per share. No investor warrants were exercised or expired during the nine-month period ending September 30, 2021. (c) Valuation of Derivative Liabilities The derivative liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value during the nine-month periods ended September 30, 2022, and 2021 are presented in the following tables: 3i Fund Settlement TO2 TO3 Warrants September 30, September 30, September 30, September 30, 2021 Balance beginning of period $ 7,181 $ 102 $ 47 $ — Issued during the period — — — 2,000 Change in fair value (3,432 ) 124 (46 ) (1,723 ) Translation effect (8 ) (1 ) — Amount transferred to Equity (954 ) — — (277 ) Balance end of period $ 2,795 $ 218 $ — $ — Fair value Series A Preferred share / Warrant issuable at end of period $ 183.60 $ 0.03 $ — $ — The assumptions for estimating the fair value of the 3i Fund Series A Conversion Feature are disclosed in Note 11(e). The fair value of the Company’s derivative warrant liabilities as at September 30, 2021 were estimated using the Black-Scholes option pricing model for the Settlement Warrants and TO3 Warrants, based on the following assumptions: Warrants Settlement September 30, Exercise price $ 1.9 Share price $ 5.0 Risk-free interest (0.52 )% Expected dividend yield (0 )% Contractual life (years) 1.67 Expected volatility 104.20 % The Company measured its derivative warrant liabilities on a recurring basis using level 3 inputs. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity During the three months ended September 30, 2022, the Company issued 976,862 shares of common stock valued at $401 gross and ($1,245) net of the $1,646 floor price adjustment payable in cash upon the conversion of 1,792 shares of Series A Preferred stock. During the three months ended September 30, 2021, the Company issued: i. 290,104 common shares valued at $3,232 upon the exercise of common stock purchase warrants; and ii. Units consisting of 482,250 common shares and 482,250 common share purchase warrants valued at $2,384 upon the issuance of Units on July 14, 2021, to the financial advisors of the May 14, 2021, rights issue. The attached warrants are exercisable for $10 each with an original expiration date of April 15, 2023, subsequently amended to September 13, 2021 (Note 11(a)). During the nine months ended September 30, 2022, the Company issued 2,164,143 shares of common stock valued at $1,103 gross and ($3,626) net of the $4,728 floor price adjustments payable in cash upon the conversion of 4,574 shares of Series A Preferred stock. During the nine months ended September 30, 2021, the Company issued: iii. 295,537 common shares valued at $3,232 upon the exercise of common stock purchase warrants; iv. Units consisting of 2,417,824 common shares valued at $12,125 upon the issuance of 2,417,824 units of one common share and one share purchase warrant for $10.0 per unit, and 482,250 common shares and 482,250 common share purchase warrants valued at $2,384 in consideration for services. The attached warrants are exercisable for $10 each with an original expiration date of September 13, 2023, subsequently amended to September 13, 2021 (Note 11(a)); and v. 628,192 common shares valued at $2,880 upon conversion of debt. |
Stock-Based Payments
Stock-Based Payments | 9 Months Ended |
Sep. 30, 2022 | |
Stock-based payments [Abstract] | |
Stock-based payments | 14. Stock-based payments During the three months ended September 30, 2022, the total stock-based payment expense recorded in the condensed consolidated statement of operations and comprehensive loss was $406 ($268 and $138 as staffing expenses in general and administrative and research and development expenses respectively) (2021: expense of $577 of which $381 and $190 are recognized as staffing expense in general and administrative and research and development expenses respectively). During the nine months ended September 30, 2022, total stock-based expenses recognized in the condensed consolidated statement of operations and comprehensive loss were $1,412 of which $932 and $480 are recognized as staffing expenses in general and administrative and research and development expenses respectively (2021: expense of $1,205 of which $795 and $410 are recognized as staffing expenses in general and administrative expenses and research and development expenses respectively).Total unrecognized compensation cost of $1,211 for non-vested options at September 30, 2022 is expected to be realized over a period of approximately 2 years. A summary of stock option activity under the Company’s stock option plans during the nine-month period ended September 30, 2022, is presented below: Options Outstanding Number of Weighted Weighted Outstanding December 31, 2021 1,174,992 $ 6.8 4.9 Granted 23,000 1.3 — Exercised — — — Forfeited (544,042 ) 7.3 — Outstanding as of September 30, 2022 653,950 $ 6.9 2.4 Options exercisable at September 30, 2022 339,575 $ 3.1 3.5 The fair value of stock options granted in the period ended September 30, 2022 were estimated using the Black-Scholes option pricing model, based on the following assumptions: September 30, Exercise price $ 1.28 Share price $ 1.28 Risk-free interest 3.05 % Expected dividend yield (0 )% Contractual life (years) 5.0 Expected volatility 1.06 % During the nine-month period ended September 30, 2021, a total of 771,687 options were exercised at a weighted exercise price of $2.6 per option and their intrinsic value was $51,531; and no options were granted, expired, or cancelled. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2022 | |
Segments [Abstract] | |
Segments | 15. Segments The Company is domiciled in the United States of America and its operations are in Denmark and operates as one operating segment. Our Chief Executive Officer (CEO), as the chief operating decision-maker, manages and allocates resources to the operations of our Company on a total Company basis. Managing and allocating resources on a total company basis enables our CEO to assess the overall level of resources available and how to best deploy these resources across functions, therapeutic areas and research and development projects that are in line with our long-term company-wide strategic goals. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources, and setting incentive targets. The Company has neither revenues from external customers outside Denmark, nor long-term assets in geographical areas other than Denmark. |
Loss per share of common stock
Loss per share of common stock | 9 Months Ended |
Sep. 30, 2022 | |
Loss per share of common stock [Abstract] | |
Loss per share of common stock | 16. Loss per share of common stock Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations because when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following: Three- and Nine-month ended September 30, 2022 2021 Warrants and stock options 2,672,910 233,475 Series A Convertible Preferred stock 8,300,061 — 10,972,971 233,475 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Financial Instruments [Abstract] | |
Financial Instruments | 17. Financial Instruments The following tables present information about the Company’s financial instruments measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (1,262 ) $ (1,262 ) Series A Convertible Preferred Stock Conversion Feature — — (2,795 ) (2,795 ) $ — $ — $ (4,057 ) $ (4,057 ) Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment $ 350 $ — $ — $ 350 Liabilities: Warrant liability $ — $ — $ (11,273 ) $ (11,273 ) Series A Convertible Preferred Stock Conversion Feature — — (7,181 ) (7,181 ) $ — $ — $ (18,454 ) $ (18,454 ) The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using terms in the notes that are subject to volatility and market price of the underlying common stock of the Company. The Company used the reset strike options Type 2 model by Espen Garder Haug and Black-Scholes Merton models to measure the fair value of the warrant liability at $1,262 on September 30, 2022, and Monte Carlo simulations models to measure the fair value at $11,273 on December 31, 2021. The Company used Monte Carlo simulation models to measure the fair value of the Series A convertible preferred stock redemption feature at $2,795 and $7,181 respectively on September 30, 2022 and December 31, 2021, and will subsequently remeasure the fair value at the end of each period and record the change of fair value in the Condensed Consolidated Statements of Operation and Comprehensive Loss during the corresponding period. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the nine-month period ended September 30, 2022, the Company’s stock price decreased from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 18. Income Taxes The effective tax rate for the three and nine-month periods ended September 30, 2022 and 2021, was impacted by unbenefited losses. Specifically, the impairment charge of approximately $14,007 recognized in the nine months ended September 30, 2022, has resulted in a tax benefit of $1,218 in the nine months ended September 30, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies (a) Second Amendment to License Agreement with Novartis On September 27, 2022, Allarity Therapeutics Europe Aps (“Allarity Europe”), a wholly-owned subsidiary of the Company, entered into a Second Amendment to License Agreement (the “Second Amendment”) with Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis”), which amended the terms of the License Agreement dated April 6, 2018 (the “Original Agreement”), as amended by that certain First Amendment to License Agreement effective as of March 30, 2022 (“Amendment” and together with the Original Agreement, the “Agreement”) and that certain Promissory Note dated April 6, 2018, which was re-issued by Under Clause 7.2 of the Original Agreement, the Company agreed to pay Novartis a milestone payment in one lump sum (“Third Milestone Payment”) upon submission of the first NDA with the FDA for a Licensed Product in the United States (the “Third Milestone”). The Second Amendment restructured the terms of the Third Milestone Payment to an installment plan (with the final installment due in 2023), allowing the Company more time to make the Third Milestone Payment. In addition, the Second Amendment amended (1) Clause 1.1 of the Agreement to include the definitions of Financing Transaction, Phase 1 Clinical Trial and Phase 1b/2 Clinical Trial, (2) Clause 2.1 of the Agreement to clarify that the Company would not be permitted to sublicense any rights granted to the Company prior to completion of a Phase II Clinical Trial without the prior written consent of Novartis, and (3) Clause 7.3 to provide for the acceleration of certain milestone payments in the event the Company enters into a Financing Transaction (as defined in the Second Amendment). If all milestones under the Second Amendment are achieved, the Company may be obligated to pay Novartis up to a maximum of $26,500. (b) Third Amendment to Stenoparib Exclusive License Agreement with Eisai Inc. Effective July 12, 2022 the Company’s July 6, 2017 Exclusive License Agreement with Eisai Inc. (as amended December 11, 2020 and August 3, 2021) (the “Third Amendment”), the terms of the original exclusive license were further amended in order to (1) further postpone the due date of the Extension Payment and extend the deadline for the Company’s successful completion of its first Phase 1b or Phase 2 clinical trial for Stenoparib (the “Product”) beyond December 31, 2022; and (2) amend terms related to Eisai’s right of termination of development. In consideration of the extended timeframe, and the Company not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, the Company is obligated to pay Eisai an extension payment as follows: (i) $100 within ten (10) days of the execution of the Third Amendment (paid during the period ended September 30, 2022); and (ii) $900 on or before April 1, 2023 (accrued at September 30, 2022). Once the extension payment is paid in full, the Company shall have until April 1, 2024, to complete enrollment in a further Phase 1b or Phase 2 Clinical Trial of the Product. If the Company has not achieved successful completion of a further Phase 1b or Phase 2 Clinical Trial of the Product prior to April 1, 2024, Eisai may terminate this Agreement in its entirety, in its sole discretion on at least one hundred and twenty (120) days prior written notice. (c) Development costs Under the terms of the June 2020 Sublicense agreement (the “2022 Sublicense Agreement”) between the Company and Smerud Medical Research International AS (Norway) (“Smerud”), the Company is liable for development costs incurred by Smerud in the approximate amount of $1,264 which has been accrued as of December 31, 2021, as payable to Smerud. However, effective March 28, 2022, the Company terminated its LiPlasome rights through the following agreements: A Letter Agreement between Chosa Oncology Ltd. (England), Chosa ApS (Denmark) (collectively “Chosa”), Smerud Medical Research International AS (Norway) (“Smerud”), and Allarity Therapeutics, Inc. (US) which references the following agreements: a. The 2022 Amended and Restated License Agreement between LiPlasome Pharma Aps (Denmark) (“LiPlasome”), Chosa, and the Company’s subsidiary Allarity Therapeutics ApS, which amended the original February 15, 2016 LiPlasome License Agreement (as amended January 27, 2021), whereby Chosa replaced the Company as licensee of LiPlasome in exchange for Smerud’s cancellation of the Company’s $1,309 liability to Smerud and the Company’s agreement to pay $338 to LiPlasome. Consequently, as at September 30, 2022, the Company recognized other income on the sale of IP of $971 and recorded a balance due to LiPlasome of $338 in accrued liabilities, which was paid on April 1, 2022. b. The LiPlacis Support Agreement between Allarity Therapeutics Europe, Smerud, Chosa and LiPlasome. Terms of the Support Agreement provide that each of Smerud and the Company agreed that the 2022 Sublicense Agreement is terminated in its entirety. (d) Oncoheroes Effective January 2, 2022, the Company entered into an Exclusive License Agreement with Oncoheroes Biosciences Inc. (the “Oncoheroes Agreement”) to grant Oncoheroes an exclusive royalty-bearing global license to both dovitinib and stenoparib in pediatric cancers. Oncoheroes will take responsibility for pediatric cancer clinical development activities for both clinical-stage therapeutics. Allarity will support Oncoheroes’ pediatric clinical trials by providing clinical-grade drug inventory at cost and by facilitating DRP® companion diagnostic screening of pediatric patients for each drug. Under the licenses, Oncoheroes will receive commercialization rights for pediatric cancers, subject to the Company’s first buy-back option for each program, and the Company will receive an upfront license fee and regulatory milestones for each program, specifically one for dovitinib and one for stenoparib, as follows: i. a one-time upfront payment of $250 and $100 for stenoparib and dovitinib respectively, within 5 business days after January 2, 2022 ($350 received as of January 11, 2022, and recorded in other income as proceeds on sale of IP); and ii. two milestone payments of $1,000 each due and payable upon receipt of regulatory approval of a product in the United States, and of a product in Europe, respectively. Pursuant to the Oncoheroes Agreement Allarity is also entitled to tiered royalties on aggregate net product sales (“Sales”) of between 7% and 12% on net sales of products as follows: 7% on Sales less than $100 million; 10% on Sales of greater than $100 million and less than $200 million; and 12% on Sales greater than $200 million. (e) Lantern Pharma, Inc. – Irofulven Agreement On July 23, 2021, we entered into an Asset Purchase Agreement with Lantern Pharma, Inc. relating to our inventory of Irofulven active pharmaceutical ingredients, our clinical research data relating to Irofulven developed by us during the drug development program under the May 2015 Drug License and Development Agreement for Irofulven and terminated our obligation to further advance the development of Irofulven under the May 2015 agreement. Under the Asset Purchase Agreement, Lantern Pharma agreed to pay us $1 million on the closing of the transaction, and additional amounts: (i) when the inventory of Irofulven API is recertified with a longer shelf life; (ii) upon the initiation of treatment of the first patient in an investigator-led “compassionate use” ERCC2/3 mutation subgroup study using Irofulven in certain agreed upon investigators; (iii) upon the initiation of treatment of the first patient within twenty-four months after the closing of the transaction in any human clinical trial of Irofulven initiated by Lantern Pharma; and (iv) upon the initiation of treatment of the second patient within an agreed upon time period after the closing of the transaction in any human clinical trial of Irofulven initiated by Lantern Pharma. Effective March 18, 2022, pursuant to clause (i) the inventory was recertified with a longer shelf life and as of September 30, 2022, we received $459 which has been recorded in other income as proceeds on sale of IP. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events i. Stock Option Grant On September 23, 2022, Mr. Jerry McLaughlin was appointed as an independent director of the Company. As compensation for Mr. McLaughlin’s services as an independent director, Mr. McLaughlin receives an annual retainer fee of $50, payable in cash, and if appointed to a committee of the Board, he will be eligible to receive $7.5 for serving as a member of the Audit Committee and $5 for serving as a member of the Compensation Committee. In connection with Mr. McLaughlin’s appointment, on October 1, 2022, the Board granted him options to purchase 23,000 shares of common stock at an exercise price of $1.10 per share (which was the closing price on September 30, 2022), subject to vesting of 1/36 per month over thirty-six (36) months following October 1, 2022. The expiration date for the options is five (5) years from date of grant. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | (a) Use of Estimates and Assumptions 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, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Series A preferred shares, warrants, convertible debt, and the accrual for research and development expenses, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. Actual results could differ from those estimates or assumptions. |
Foreign currency and currency translation | (b) Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency. The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive (loss). |
Concentrations of credit risk and of significant suppliers | (c) Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits is not significant. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Cash | (d) Cash Cash consists primarily of highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents or restricted cash on September 30, 2022 and December 31, 2021. |
Impairment of long-lived assets | (e) Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. |
Accumulated other comprehensive loss | (f) Accumulated other comprehensive loss Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with stockholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended September 30, 2022 and 2021, the Company recorded accumulated foreign currency translation losses of ($643) and ($1,101) respectively; and instrument specific credit risk losses of $0 and $0 respectively. During the nine months ended September 30, 2022 and 2021, the Company recorded accumulated foreign currency translation losses of ($1,271) and ($1,785) respectively; and instrument specific credit risk losses of $0 and ($9) respectively. |
Contingencies | (g) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. |
JOBS Act accounting election | (h) JOBS Act accounting election The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. |
Recently adopted accounting pronouncements | (i) Recently adopted accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04 — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options In November 2021, the FASB issued ASU 2021-10 — Government Assistance — Disclosures by Business Entities about Government Assistance — to require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The ASU is effective prospectively or retrospectively for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. |
Recently issued accounting pronouncements | (j) Recently Issued Accounting Pronouncements Changes to GAAP are established the FASB in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. All other ASUs issued through the date of these financial statements were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s condensed consolidated financial position and results of operations. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Assets [Abstract] | |
Schedule other current assets are comprised | September 30, December 31, Deposits $ 47 $ 53 Salary deposit 84 65 Value added tax (“VAT”) receivable 46 507 Other 5 — Net other current assets $ 182 $ 625 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense, Current [Abstract] | |
Schedule of prepaid expenses | September 30, December 31, Prepaid insurance $ 409 $ 14 Other prepayments 83 22 $ 491 $ 36 |
Investment (Tables)
Investment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investment [Abstract] | |
Schedule of common shares in lantern pharma inc | September 30, December 31, 2022 2021 Opening balance $ 350 $ 845 Less receipt of sale proceeds, net (235 ) — Loss recognition (115 ) (495 ) Ending balance $ — $ 350 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | September 30, December 31, Laboratory equipment $ 329 $ 336 Less: accumulated depreciation (324 ) (328 ) $ 5 $ 8 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net of accumulated amortization | IPR&D Opening balance, December 31, 2021 $ 28,135 Impairment recognized during the period (14,007 ) Foreign translation adjustment (2,101 ) Ending balance, September 30, 2022 $ 12,027 IPR&D Acquired Patents Opening balance, December 31, 2020 $ 35,896 $ 78 Impairment recognized during the year (7,761 ) — Accumulated amortization — (78 ) Ending balance, December 31, 2021 $ 28,135 $ — |
Schedule of Individual material development projects in progress | September 30, December 31, 2022 2021 Stenoparib $ 12,027 $ 25,407 Dovitinib — 2,728 Total $ 12,027 $ 28,135 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | September 30, December 31, 2022 2021 3i LP floor price liability $ 1,646 $ — Milestone liabilities 1,400 — Consultants 200 — Development cost liability 83 6,750 Payroll accruals 412 1,088 Accrued Board member fees 70 54 Accrued audit and legal 265 316 Other 3 382 $ 4,079 $ 8,590 |
Convertible Promissory Note (Ta
Convertible Promissory Note (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Promissory Note, Net [Abstract] | |
Schedule of convertible promissory note | September 30, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (215 ) (263 ) Plus, accretion of debt discount, interest expense 40 48 Convertible promissory note, net of discount 825 785 Interest accretion, opening 194 143 Interest accretion, expense 38 51 Ending balance $ 1,057 $ 979 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Convertible Promissory Note, Net [Abstract] | |
Schedule of roll forward of notes | September 30, Opening fair value $ 1,327 Convertible debt issued in the period 1,140 Change in fair value reported in statement operations 474 Foreign exchange (116 ) Conversion of notes to common stock (2,825 ) Ending fair value balance at September 30, 2021 $ — |
Series A Preferred Stock and _2
Series A Preferred Stock and Common Stock Purchase Warrants (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Preferred Stock And Common Stock Purchase Warrants Abstract | |
Schedule of fair value of the series A preferred derivative liability | January 1, December 31, Initial exercise price $9.05 - $9.91 $ 9.91 Stock price on valuation date $1.10 - $10.75 $ 10.37 Risk-free rate 1.03% - 4.23 % 0.96 % Time to exercise (years) 2.22 - 2.96 2.97 Equity volatility 70% - 114 % 70 % Probability of volume failure 93% - 99 % 92 % Rounded 10-day average daily volume (in 1,000’s) $297 - $873 $ 908 September 30, December 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 1.10 $ 10.50 Risk-free rate 4.14 % 0.91 % Expected life of the 3i Warrant to convert (years) 2.22 3.0 Rounded annual volatility 106 % 73 % Timing of liquidity event November 15, 2022 Q3 2022 – Q2 2023 Expected probability of event 98 % 90 % |
Schedule of the accounting for the series A convertible preferred stock and warrants | Consolidated Balance Sheets Consolidated Warrant Series A Series A Additional Finance Fair value Subscription proceeds received on December 20, 2021 $ 11,273 $ 7,409 $ 1,318 $ — $ — $ — Costs allocated and expensed — — (680 ) — 877 — December 21, 2021 conversion of 200 Series A Preferred Stock — (74 ) (6 ) 80 — — Fair value adjustment at December 31, 2021 — (154 ) — — — (154 ) Balance, December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 80 $ 877 $ (154 ) Consolidated Balance Sheets Warrant Series A Series A Additional Accrued Consolidated Balances, December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 80 $ — $ (154 ) Conversion of 1,973 shares of Series A Preferred Stock — (452 ) (62 ) 514 — — Floor price adjustment on conversion of 1,973 shares of Series A Preferred stock — — — (133 ) 133 — 8% deemed dividend on Preferred Stock — — 1,572 (1,572 ) — — Fair value adjustment (9,008 ) (3,558 ) — — — 12,566 Balances, March 31, 2022 2,265 3,171 2,142 (1,111 ) 133 12,566 Conversion of 809 shares of Series A Preferred Stock — (161 ) (26 ) 187 — — Floor price adjustment on conversion of 809 shares of Series A Preferred Stock — — — (1,377 ) 1,377 — Cash payment of accrued liabilities — — — — (1,511 ) — Fair value adjustment (746 ) (128 ) — — — 874 Balances, June 30, 2022 1,519 2,882 2,116 (2,301 ) (1 ) 13,440 Conversion of 1,792 shares of Series A Preferred Stock — (341 ) (60 ) 401 — — Floor price adjustment on conversion of 1,792 shares of Series A Preferred Stock — — — (1,646 ) 1,646 — Fair value adjustment (257 ) 255 — — — 2 Balances, September 30, 2022 $ 1,262 $ 2,795 $ 2,056 $ (3,546 ) $ 1,645 $ 13,442 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities are measured at fair value | 3i Fund Settlement TO2 TO3 Warrants September 30, September 30, September 30, September 30, 2021 Balance beginning of period $ 7,181 $ 102 $ 47 $ — Issued during the period — — — 2,000 Change in fair value (3,432 ) 124 (46 ) (1,723 ) Translation effect (8 ) (1 ) — Amount transferred to Equity (954 ) — — (277 ) Balance end of period $ 2,795 $ 218 $ — $ — Fair value Series A Preferred share / Warrant issuable at end of period $ 183.60 $ 0.03 $ — $ — |
Schedule of estimated using the Black-Scholes option | Warrants Settlement September 30, Exercise price $ 1.9 Share price $ 5.0 Risk-free interest (0.52 )% Expected dividend yield (0 )% Contractual life (years) 1.67 Expected volatility 104.20 % |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stock-based payments [Abstract] | |
Schedule of stock option activity under the company’s stock option plans | Options Outstanding Number of Weighted Weighted Outstanding December 31, 2021 1,174,992 $ 6.8 4.9 Granted 23,000 1.3 — Exercised — — — Forfeited (544,042 ) 7.3 — Outstanding as of September 30, 2022 653,950 $ 6.9 2.4 Options exercisable at September 30, 2022 339,575 $ 3.1 3.5 |
Schedule of fair value of stock options granted | September 30, Exercise price $ 1.28 Share price $ 1.28 Risk-free interest 3.05 % Expected dividend yield (0 )% Contractual life (years) 5.0 Expected volatility 1.06 % |
Loss per share of common stock
Loss per share of common stock (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of diluted loss per share due to being anti-dilutive | Three- and Nine-month ended September 30, 2022 2021 Warrants and stock options 2,672,910 233,475 Series A Convertible Preferred stock 8,300,061 — 10,972,971 233,475 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value on a recurring basis and indicate the level of the fair value | Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (1,262 ) $ (1,262 ) Series A Convertible Preferred Stock Conversion Feature — — (2,795 ) (2,795 ) $ — $ — $ (4,057 ) $ (4,057 ) Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment $ 350 $ — $ — $ 350 Liabilities: Warrant liability $ — $ — $ (11,273 ) $ (11,273 ) Series A Convertible Preferred Stock Conversion Feature — — (7,181 ) (7,181 ) $ — $ — $ (18,454 ) $ (18,454 ) |
Organization, Principal Activ_2
Organization, Principal Activities, and Basis of Presentation (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Accounting Policies [Abstract] | |
Financial term | 1 year |
Accumulated deficit | $ 79.7 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Accumulated foreign currency translation losses | $ (643) | $ (1,101) | $ (1,271) | $ (1,785) |
Instrument specific credit risk losses | $ 0 | $ 0 | $ 0 | $ (9) |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule other current assets are comprised - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Other Current Assets Are Comprised Abstract | ||
Deposits | $ 47 | $ 53 |
Salary deposit | 84 | 65 |
Value added tax (“VAT”) receivable | 46 | 507 |
Other | 5 | |
Net other current assets | $ 182 | $ 625 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Prepaid Expenses Abstract | ||
Prepaid insurance | $ 409 | $ 14 |
Other prepayments | 83 | 22 |
Total | $ 491 | $ 36 |
Investment (Details)
Investment (Details) - Lantern Pharma Inc [Member] - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Jul. 31, 2022 | Sep. 30, 2022 | |
Investment (Details) [Line Items] | ||
Common shares | 43,898 | |
Number of common shares sold | 43,898 | |
Net proceeds | $ 235 | |
Recognized a loss | $ 115 |
Investment (Details) - Schedule
Investment (Details) - Schedule of common shares in lantern pharma inc - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Common Shares In Lantern Pharma Inc Abstract | ||
Opening balance | $ 350 | $ 845 |
Less receipt of sale proceeds, net | (235) | |
Loss recognition | (115) | (495) |
Ending balance | $ 350 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 58 | $ 90 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Property Plant And Equipment Abstract | ||
Laboratory equipment | $ 329 | $ 336 |
Less: accumulated depreciation | (324) | (328) |
Total property, plant and equipment | $ 5 | $ 8 |
Intangible Assets (Details)
Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets utilizing discounted | 16% |
Impairment charge | $ 14,007 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets, net of accumulated amortization - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
IPR&D Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Opening balance | $ 28,135 | $ 35,896 |
Impairment recognized during the period | (14,007) | (7,761) |
Accumulated amortization | ||
Foreign translation adjustment | (2,101) | |
Ending balance | 12,027 | 28,135 |
Acquired Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Opening balance | 78 | |
Impairment recognized during the period | ||
Accumulated amortization | (78) | |
Ending balance |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Individual material development projects in progress - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of Individual material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | $ 12,027 | $ 28,135 |
Stenoparib [Member] | ||
Intangible Assets (Details) - Schedule of Individual material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | 12,027 | 25,407 |
Dovitinib [Member] | ||
Intangible Assets (Details) - Schedule of Individual material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | $ 2,728 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Accrued Liabilities Abstract | ||
3i LP floor price liability | $ 1,646 | |
Milestone liabilities | 1,400 | |
Consultants | 200 | |
Development cost liability | 83 | 6,750 |
Payroll accruals | 412 | 1,088 |
Accrued Board member fees | 70 | 54 |
Accrued audit and legal | 265 | 316 |
Other | 3 | 382 |
Total | $ 4,079 | $ 8,590 |
Convertible Promissory Note (De
Convertible Promissory Note (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Apr. 12, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Convertible Promissory Note (Details) [Line Items] | ||||||
Principal amount | $ 1,000 | |||||
Non-creditable upfront payment | $ 1,000 | |||||
Principal balance | $ 1,000 | |||||
Equity securities percentage | 5% | |||||
Interest rate | 12.875% | |||||
Equivalent market interest | $ 787 | |||||
Interest expense | $ 99 | $ 93 | ||||
Net liability | $ 979 | $ 880 | ||||
Convertible Promissory Note [Member] | ||||||
Convertible Promissory Note (Details) [Line Items] | ||||||
Equity securities percentage | 3% | |||||
Interest expense | $ 78 | $ 74 |
Convertible Promissory Note (_2
Convertible Promissory Note (Details) - Schedule of convertible promissory note - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Schedule Of Convertible Promissory Note Abstract | ||
Convertible promissory note | $ 1,000 | $ 1,000 |
Less debt discount, opening | (215) | (263) |
Plus, accretion of debt discount, interest expense | 40 | 48 |
Convertible promissory note, net of discount | 825 | 785 |
Interest accretion, opening | 194 | 143 |
Interest accretion, expense | 38 | 51 |
Ending balance | $ 1,057 | $ 979 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2022 | |
Convertible Promissory Note, Net [Abstract] | ||
Stock issued (in Dollars) | $ 10,100 | |
Convertible value (in Dollars) | $ 1,010 | |
Tranche cash received percentage | 95% | |
Conversion price percentage | 5% | |
Weighted average price percentage | 95% | |
Discounted cash flow valuation technique percentage | 15% | |
Credit risk percentage | 1% | |
Fair value recognized gain (in Dollars) | $ 9 |
Convertible Debt (Details) - Sc
Convertible Debt (Details) - Schedule of roll forward of notes $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Schedule Of Roll Forward Of Notes Abstract | |
Opening fair value | $ 1,327 |
Ending fair value balance | |
Convertible debt issued in the period | 1,140 |
Change in fair value reported in statement operations | 474 |
Foreign exchange | (116) |
Conversion of notes to common stock | $ (2,825) |
Series A Preferred Stock and _3
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||||||||
Jun. 20, 2022 | Dec. 20, 2021 | Dec. 14, 2021 | Sep. 13, 2021 | May 20, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | May 04, 2022 | Dec. 08, 2021 | |
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | ||||||||||
Sale of purchase shares (in Shares) | 20,000 | |||||||||
Aggregate purchase price | $ 20,000 | |||||||||
Preferred stock, description | On December 20, 2021, we issued 20,000 shares of Preferred Stock at $1,000 per share and a common stock purchase warrant to purchase 2,018,958 shares of common stock at an initial exercise price of $9.9061 to 3i for an aggregate purchase price of $20 million. | |||||||||
Conversion amount percent | 125% | |||||||||
Dividend value | $ 2,500 | |||||||||
Dividend equal percentage | 8% | |||||||||
Series A preferred stock value | $ 80 | |||||||||
Stated value | $ 1,080 | |||||||||
Percentage of annum dividend | 18% | |||||||||
Conversion percentage | 125% | |||||||||
Aggregate paid | $ 539 | |||||||||
Converted shares (in Shares) | 441,005 | |||||||||
Issuance of warrants purchased shares (in Shares) | 2,018,958 | |||||||||
Warrants exercise price (in Dollars per share) | $ 9.9061 | |||||||||
Fund warrant terms, description | (i)The warrants have and term of three years and expire on December 20, 2024; (ii) The exercise of the 3i Warrants are subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice; | |||||||||
Fair value of derivative liability | $ 955 | |||||||||
Cash paid | 3,946 | $ 19,555 | $ 1,511 | |||||||
Accrued liability | 1,646 | |||||||||
Accrued interest | $ 49 | |||||||||
Registration rights agreement, description | Additionally, because the Company’s average daily dollar volume of stock trading was less than $2.5 million during a ten-day period in January 2022, the Company has recorded a one-time deemed dividend of 8% in the amount of $1,572 on preferred stock converted between February 1, 2022 and March 31, 2022 and the balance of Series A Preferred Stock outstanding as at March 31, 2022 as an increase to the value of the Series A Preferred Stock and a reduction of additional paid in capital. In addition, under the terms of the Registration Rights Agreement (“RRA”), during the nine-month period ended September 30, 2022, the Company has also paid 3i an additional $800 in Registration Delay Payments. | |||||||||
Fair value of warrants | $ 1,262 | $ 11,273 | ||||||||
Series A Preferred Stock Triggering Event [Member] | ||||||||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | ||||||||||
Series A preferred stock, description | specifically discussed below, a “Triggering Event” under the COD occurred on April 29, 2022, under Section 5(a)(ii) of the COD, which would have resulted in the following unless 3i, agreed to forebear and/or waive its rights under the COD:1. An 18% per annum dividend will start to accrue on the stated value of all outstanding Preferred Shares and will continue to accrue until the Triggering Event has been cured. The accrued dividend is added to the stated value prior to the Dividend Payment Date and paid in cash on the first trading day of the Company’s next fiscal quarter. A “Late Charge” in the amount of 18% per annum will accrue on any amounts due to be paid to holders of the Preferred Shares if not paid when due, including payments that may be owed under Section (e) of the Registration Rights Agreement (“RRA”). 2. A “Triggering Event Redemption Right” will commence and remain open for a period of 20 trading days from the later of the date the Triggering Event is cured or the receipt by 3i of the Triggering Event Notice. Under the Triggering Event Redemption Right, if elected by the holder of the Preferred Shares, the Company would be obligated to redeem all or a portion of the Preferred Shares for a minimum of 125% of the stated value of the Preferred Shares. Concurrently, under the provisions of the PIPE Warrant, if elected by 3i, the Company would be obligated to redeem the PIPE Warrant for the Black Sholes Triggering Event Value as defined in the warrant agreement. 3. A “Registration Delay Payment” will accrue on April 22, 2022 (the expiration of the Allowable Grace Period under the RRA) in the amount of 2% of 3i’s “Purchase Price” as defined in the Securities Purchase Agreement which is approximately 2% of $20 million, or $400 and will continue to accrue at 2% every 30 days thereafter. Additionally, a late charge of 2% per month will accrue on any payments that are not paid when due. The Registration Delay Payments will stop accruing when the post-effective amendment is declared effective by the SEC at which time the registration statement and its prospectus will again be available for the resale of common stock. | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | ||||||||||
Price per share (in Dollars per share) | $ 1,000 | |||||||||
Preferred stock shares (in Shares) | 20,000 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | |||||||||
Privileges and restrictions of shares (in Shares) | 20,000 | |||||||||
Series A Preferred Stock Conversions [Member] | ||||||||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | ||||||||||
Preferred stock shares (in Shares) | 4,574 | |||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Series A preferred stock, description | The Series A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into common stock immediately prior to the date of such payment, and will be entitled to convert into shares of common stock at an initial fixed conversion price of $9.9061 per share, subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice. Under the terms of the COD, the initial fixed conversion price of the Series A Preferred Stock is $9.9061, subject to adjustment. In the event that (i) the average of the VWAP of the Company’s shares for each of the five (5) trading days immediately preceding the date of delivery is less than the fixed conversion price of $9.9061 (a “Price Failure”), or (ii) the sum of (x) the aggregate daily dollar trading volume (as reported on Bloomberg) of our common stock on Nasdaq during the ten (10) trading day period ending on the trading day immediately preceding such date of determination, divided by (y) ten (10), is less than $1,500 (a “Volume Maximum Failure”), each share of Series A Preferred Stock is entitled to convert at a price equal to 90% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding the date of delivery divided by two (2) (the “90% Conversion Price”), but not less than the Floor Price (as defined in the COD), or, at the time of such Price Failure or Volume Maximum Failure, the sum of the average daily U.S. Dollar volume for our common stock during the ten (10) days previous to conversion divided by ten (10) is less than $2 million then each share of Series A Preferred Stock is entitled to convert at the lower of the fixed conversion price or a price equal to 80% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding delivery divided by two (2) (the “80% Conversion Price”), but not less than the Floor Price (such 80% Conversion Price or 90% Conversion Price, as the case may be, the “Alternate Conversion Price”). | |||||||||
Converted shares (in Shares) | 2,164,143 | |||||||||
Outstanding shares (in Shares) | 15,226 |
Series A Preferred Stock and _4
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Risk-free rate | 3.05% | |
Equity volatility | 1.06% | |
Initial exercise price (in Dollars per share) | $ 1.28 | |
Series A Preferred Derivative Liability [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Initial exercise price (in Dollars per share) | $ 9.91 | |
Stock price on valuation date (in Dollars per share) | $ 10.37 | |
Risk-free rate | 0.96% | |
Expected life of the 3i Warrant to convert (years) | 2 years 11 months 19 days | |
Equity volatility | 70% | |
Probability of volume failure | 92% | |
Rounded 10-day average daily volume (in 1,000’s) (in Shares) | 908 | |
Series A Preferred Derivative Liability [Member] | Minimum [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Initial exercise price (in Dollars per share) | 9.05 | |
Stock price on valuation date (in Dollars per share) | $ 1.1 | |
Risk-free rate | 1.03% | |
Expected life of the 3i Warrant to convert (years) | 2 years 2 months 19 days | |
Equity volatility | 70% | |
Probability of volume failure | 93% | |
Rounded 10-day average daily volume (in 1,000’s) (in Shares) | 297 | |
Series A Preferred Derivative Liability [Member] | Maximum [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Initial exercise price (in Dollars per share) | $ 9.91 | |
Stock price on valuation date (in Dollars per share) | $ 10.75 | |
Risk-free rate | 4.23% | |
Expected life of the 3i Warrant to convert (years) | 2 years 11 months 15 days | |
Equity volatility | 114% | |
Probability of volume failure | 99% | |
Rounded 10-day average daily volume (in 1,000’s) (in Shares) | 873 | |
Monte Carlo Simulation Model [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Stock price on valuation date (in Dollars per share) | $ 1.1 | $ 10.5 |
Risk-free rate | 4.14% | 0.91% |
Expected life of the 3i Warrant to convert (years) | 2 years 2 months 19 days | 3 years |
Equity volatility | 106% | 73% |
Initial exercise price (in Dollars per share) | $ 9.91 | $ 9.91 |
Timing of liquidity event | November 15, 2022 | Q3 2022 – Q2 2023 |
Expected probability of event | 98% | 90% |
Series A Preferred Stock and _5
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Warrant liability [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | $ 11,273 | $ 11,273 | ||
Costs allocated and expensed | ||||
Conversion of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
Floor price adjustment on conversion | ||||
8% deemed dividend on Preferred Stock | ||||
Fair value adjustment | (257) | (746) | (9,008) | |
Balance ending | 11,273 | 1,262 | 1,519 | 2,265 |
Series A Preferred Derivative Liability [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | 7,409 | 7,181 | ||
Costs allocated and expensed | ||||
Conversion of Series A Preferred Stock | (74) | (341) | (161) | (452) |
Cash payment of accrued liabilities | ||||
Floor price adjustment on conversion | ||||
8% deemed dividend on Preferred Stock | ||||
Fair value adjustment | (154) | 255 | (128) | (3,558) |
Balance ending | 7,181 | 2,795 | 2,882 | 3,171 |
Series A Convertible Preferred Stock – Mezzanine Equity [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | 1,318 | 632 | ||
Costs allocated and expensed | (680) | |||
Conversion of Series A Preferred Stock | (6) | (60) | (26) | (62) |
Cash payment of accrued liabilities | ||||
Floor price adjustment on conversion | ||||
8% deemed dividend on Preferred Stock | 1,572 | |||
Fair value adjustment | ||||
Balance ending | 632 | 2,056 | 2,116 | 2,142 |
Additional Paid-in Capital [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | 80 | |||
Costs allocated and expensed | ||||
Conversion of Series A Preferred Stock | 80 | 401 | 187 | 514 |
Cash payment of accrued liabilities | ||||
Floor price adjustment on conversion | (1,646) | (1,377) | (133) | |
8% deemed dividend on Preferred Stock | (1,572) | |||
Fair value adjustment | ||||
Balance ending | 80 | (3,546) | (2,301) | (1,111) |
Finance Costs [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | ||||
Costs allocated and expensed | 877 | |||
Conversion of Series A Preferred Stock | ||||
Fair value adjustment | ||||
Balance ending | 877 | |||
Fair Value Adjustment to Derivative and Warrant Liabilities [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | (154) | |||
Costs allocated and expensed | ||||
Conversion of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
Floor price adjustment on conversion | ||||
8% deemed dividend on Preferred Stock | ||||
Fair value adjustment | (154) | 2 | 874 | 12,566 |
Balance ending | $ (154) | 13,442 | 13,440 | 12,566 |
Accrued Liabilities [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance beginning | ||||
Conversion of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | (1,511) | |||
Floor price adjustment on conversion | 1,646 | 1,377 | 133 | |
8% deemed dividend on Preferred Stock | ||||
Balance ending | $ 1,645 | $ (1) | $ 133 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 1 Months Ended |
Sep. 30, 2021 $ / shares shares | |
Derivative Liabilities (Details) [Line Items] | |
Granted to investors shares | 2,417,824 |
Exercisable price per share (in Dollars per share) | $ / shares | $ 10 |
Investor warrants shares | 3,504,582 |
Warrants outstanding shares | 1,086,758 |
Warrants exercise price per share (in Dollars per share) | $ / shares | $ 36 |
TO3 Warrants [Member] | |
Derivative Liabilities (Details) [Line Items] | |
Investor warrants shares | 2,417,824 |
Exercisable price per share (in Dollars per share) | $ / shares | $ 10 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
3i Fund Series A Conversion Feature [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning of period | $ 7,181 | |
Issued during the period | ||
Change in fair value | (3,432) | |
Amount transferred to Equity | (954) | |
Balance – end of period | $ 2,795 | |
Fair value Series A Preferred share / Warrant issuable at end of period (in Dollars per share) | $ 183.6 | |
Settlement Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning of period | $ 102 | |
Issued during the period | ||
Change in fair value | 124 | |
Translation effect | (8) | |
Amount transferred to Equity | ||
Balance – end of period | $ 218 | |
Fair value Series A Preferred share / Warrant issuable at end of period (in Dollars per share) | $ 0.03 | |
TO2 Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning of period | $ 47 | |
Issued during the period | ||
Change in fair value | (46) | |
Translation effect | (1) | |
Amount transferred to Equity | ||
Balance – end of period | ||
Fair value Series A Preferred share / Warrant issuable at end of period (in Dollars per share) | ||
TO3 Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning of period | ||
Issued during the period | 2,000 | |
Change in fair value | (1,723) | |
Translation effect | ||
Amount transferred to Equity | (277) | |
Balance – end of period | ||
Fair value Series A Preferred share / Warrant issuable at end of period (in Dollars per share) |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of estimated using the Black-Scholes option - Warrants issued February 2020 Settlement Warrants [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Derivative Liabilities (Details) - Schedule of estimated using the Black-Scholes option [Line Items] | |
Exercise price (in Dollars per share) | $ 1.9 |
Share price (in Dollars per share) | $ 5 |
Risk-free interest | (0.52%) |
Expected dividend yield | 0% |
Contractual life (years) | 1 year 8 months 1 day |
Expected volatility | 104.20% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | |
Stockholders' Equity (Details) [Line Items] | ||||
Shares issued (in Shares) | 976,862 | 2,164,143 | ||
Gross value | $ 401 | $ 1,103 | ||
Net value | (1,245) | (3,626) | ||
Paid in cash | $ 1,646 | $ 4,728 | ||
Common stock description | i.290,104 common shares valued at $3,232 upon the exercise of common stock purchase warrants; and ii.Units consisting of 482,250 common shares and 482,250 common share purchase warrants valued at $2,384 upon the issuance of Units on July 14, 2021, to the financial advisors of the May 14, 2021, rights issue. The attached warrants are exercisable for $10 each with an original expiration date of April 15, 2023, subsequently amended to September 13, 2021 (Note 11(a)). | iii.295,537 common shares valued at $3,232 upon the exercise of common stock purchase warrants; iv.Units consisting of 2,417,824 common shares valued at $12,125 upon the issuance of 2,417,824 units of one common share and one share purchase warrant for $10.0 per unit, and 482,250 common shares and 482,250 common share purchase warrants valued at $2,384 in consideration for services. The attached warrants are exercisable for $10 each with an original expiration date of September 13, 2023, subsequently amended to September 13, 2021 (Note 11(a)); and v.628,192 common shares valued at $2,880 upon conversion of debt. | ||
Series A Preferred Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Conversion shares (in Shares) | 1,792 | 4,574 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based payments [Abstract] | ||||
Operations and comprehensive loss | $ 406 | $ 1,412 | ||
General and administrative expenses | 268 | $ 381 | 932 | $ 795 |
Research and development expenses | 138 | 190 | 480 | 410 |
Expenses | $ 577 | $ 1,205 | ||
Total compensation cost | $ 1,211 | $ 1,211 | ||
Realized over period | 2 years | |||
Options were exercised (in Shares) | 771,687 | |||
Weighted exercise price (in Dollars per share) | $ 2.6 | |||
Intrinsic value | $ 51,531 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of stock option activity under the company’s stock option plans | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Schedule Of Stock Option Activity Under The Company SStock Option Plans Abstract | |
Number of Shares Opening balance outstanding | shares | 1,174,992 |
Weighted Average Exercise Price Share Opening balance outstanding | $ / shares | $ 6.8 |
Weighted Average Life (in years) Opening balance outstanding | 4 years 10 months 24 days |
Number of Shares Granted | shares | 23,000 |
Weighted Average Exercise Price Share Granted | $ / shares | $ 1.3 |
Weighted Average Life (in years) Granted | |
Number of Shares Exercised | shares | |
Weighted Average Exercise Price Share Exercised | $ / shares | |
Weighted Average Life (in years) Exercised | |
Number of Shares Forfeited | shares | (544,042) |
Weighted Average Exercise Price Share Forfeited | $ / shares | $ 7.3 |
Weighted Average Life (in years) Forfeited | |
Number of Shares Ending balance outstanding | shares | 653,950 |
Weighted Average Exercise Price Share Ending balance outstanding | $ / shares | $ 6.9 |
Weighted Average Life (in years) Ending balance outstanding | 2 years 4 months 24 days |
Number of Shares Ending balance, exercisable | shares | 339,575 |
Weighted Average Exercise Price Share Ending balance, exercisable | $ / shares | $ 3.1 |
Weighted Average Life (in years) Ending balance, exercisable | 3 years 6 months |
Stock-Based Payments (Details_2
Stock-Based Payments (Details) - Schedule of fair value of stock options granted | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Schedule Of Fair Value Of Stock Options Granted Abstract | |
Exercise price (in Dollars per share) | $ 1.28 |
Share price (in Dollars per share) | $ 1.28 |
Risk-free interest | 3.05% |
Expected dividend yield | 0% |
Contractual life (years) | 5 years |
Expected volatility | 1.06% |
Segments (Details)
Segments (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Loss per share of common stoc_2
Loss per share of common stock (Details) - Schedule of diluted loss per share due to being anti-dilutive - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule Of Diluted Loss Per Share Due To Being Anti Dilutive Abstract | ||
Warrants and stock options | 2,672,910 | 233,475 |
Series A Convertible Preferred stock | 8,300,061 | |
Total | 10,972,971 | 233,475 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) [Line Items] | ||
Fair value warrant liability | $ 1,262 | $ 11,273 |
Series A Convertible Preferred Stock [Member] | ||
Financial Instruments (Details) [Line Items] | ||
Fair value warrant liability | $ 2,795 | $ 7,181 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of financial instruments measured at fair value on a recurring basis and indicate the level of the fair value - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Liabilities: | ||
Warrant liability | $ (1,262) | $ (11,273) |
Series A Convertible Preferred Stock Conversion Feature | (2,795) | (7,181) |
Total fair value | (4,057) | (18,454) |
Assets: | ||
Investment | 350 | |
Level 1 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Series A Convertible Preferred Stock Conversion Feature | ||
Total fair value | ||
Assets: | ||
Investment | 350 | |
Level 2 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Series A Convertible Preferred Stock Conversion Feature | ||
Total fair value | ||
Assets: | ||
Investment | ||
Level 3 [Member] | ||
Liabilities: | ||
Warrant liability | (1,262) | (11,273) |
Series A Convertible Preferred Stock Conversion Feature | (2,795) | (7,181) |
Total fair value | $ (4,057) | (18,454) |
Assets: | ||
Investment |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Impairment charge | $ 14,007 |
Tax benefit | $ 1,218 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 28, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Milestone payment | $ 500 | ||
Accounts payable | 5,000 | ||
Outstanding amount | $ 1,000 | ||
Obligated to pay | $ 26,500 | ||
Minimum patient enrollment, description | In consideration of the extended timeframe, and the Company not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, the Company is obligated to pay Eisai an extension payment as follows: (i)$100 within ten (10) days of the execution of the Third Amendment (paid during the period ended September 30, 2022); and (ii)$900 on or before April 1, 2023 (accrued at September 30, 2022). | ||
Development cost | $ 1,264 | ||
Cancellation of liability | $ 1,309 | ||
Agreement amount | 338 | ||
Gain on sale | 971 | ||
Due to LiPlasome accrued liabilities | $ 338 | ||
Royalty payments, description | i.a one-time upfront payment of $250 and $100 for stenoparib and dovitinib respectively, within 5 business days after January 2, 2022 ($350 received as of January 11, 2022, and recorded in other income as proceeds on sale of IP); and ii. two milestone payments of $1,000 each due and payable upon receipt of regulatory approval of a product in the United States, and of a product in Europe, respectively. Pursuant to the Oncoheroes Agreement Allarity is also entitled to tiered royalties on aggregate net product sales (“Sales”) of between 7% and 12% on net sales of products as follows: 7% on Sales less than $100 million; 10% on Sales of greater than $100 million and less than $200 million; and 12% on Sales greater than $200 million. | ||
Closing transaction | $ 1,000 | ||
Gain on sale of IP | $ 459 |
Subsequent Events (Details)
Subsequent Events (Details) | Sep. 23, 2022 |
Subsequent Events [Abstract] | |
Stock option grant, description | On September 23, 2022, Mr. Jerry McLaughlin was appointed as an independent director of the Company. As compensation for Mr. McLaughlin’s services as an independent director, Mr. McLaughlin receives an annual retainer fee of $50, payable in cash, and if appointed to a committee of the Board, he will be eligible to receive $7.5 for serving as a member of the Audit Committee and $5 for serving as a member of the Compensation Committee. In connection with Mr. McLaughlin’s appointment, on October 1, 2022, the Board granted him options to purchase 23,000 shares of common stock at an exercise price of $1.10 per share (which was the closing price on September 30, 2022), subject to vesting of 1/36 per month over thirty-six (36) months following October 1, 2022. The expiration date for the options is five (5) years from date of grant. |