Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 11, 2023 | |
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 | 19,143,273 | |
Amendment Flag | false | |
Entity Central Index Key | 0001860657 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | 24 School Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02108 | |
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 295 | $ 2,029 |
Other current assets | 1,067 | 1,559 |
Prepaid expenses | 315 | 591 |
Tax credit receivable | 1,289 | 789 |
Total current assets | 2,966 | 4,968 |
Non-current assets: | ||
Property, plant and equipment, net | 25 | 21 |
Operating lease right of use assets | 6 | |
Intangible assets | 9,711 | 9,549 |
Total assets | 12,702 | 14,544 |
Current liabilities: | ||
Accounts payable | 6,449 | 6,251 |
Accrued liabilities | 2,351 | 1,904 |
Income taxes payable | 36 | 41 |
Operating lease liabilities, current | 8 | |
Warrant liability | 65 | 374 |
Convertible debt and accrued interest, net of debt discount | 2,687 | 2,644 |
Total current liabilities | 11,588 | 11,222 |
Non-current liabilities: | ||
Convertible promissory note and accrued interest, net of debt discount | 1,110 | 1,083 |
Deferred tax | 343 | 349 |
Total liabilities | 13,041 | 12,654 |
Commitments and contingencies (Note 17) | ||
Stockholders’ (deficit) equity | ||
Common stock, $0.0001 par value (750,000,000 and 857,143 shares authorized, at March 31, 2023 and December 31, 2022, respectively); shares issued and outstanding at March 31, 2023 and December 31, 2022 were 1,188,387 and 454,225, respectively | ||
Additional paid-in capital | 83,437 | 83,158 |
Accumulated other comprehensive loss | (637) | (721) |
Accumulated deficit | (85,902) | (82,550) |
Total stockholders’ deficit | (3,102) | (113) |
Total liabilities, preferred stock and stockholders’ (deficit) equity | 12,702 | 14,544 |
Series A Convertible Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value | 1,436 | 2,001 |
Series B Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value | 2 | |
Total redeemable preferred stock | 2,763 | 2,003 |
Series C Convertible Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value | $ 1,327 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 857,143 |
Common stock, shares issued | 1,188,387 | 454,225 |
Common stock, shares outstanding | 1,188,387 | 454,225 |
Series A Convertible Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares designated | 20,000 | 20,000 |
Preferred stock shares issued | 9,748 | 13,586 |
Preferred stock shares outstanding | 9,748 | 13,586 |
Preferred stock liquidation preference (in Dollars) | $ 121 | |
Series B Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares designated | 200,000 | 200,000 |
Preferred stock shares issued | 0 | 190,786 |
Preferred stock shares outstanding | 0 | 190,786 |
Preferred stock liquidation preference (in Dollars) | $ 0 | |
Series C Convertible Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares designated | 50,000 | 0 |
Preferred stock shares issued | 50,000 | 50,000 |
Preferred stock shares outstanding | 50,000 | 50,000 |
Preferred stock liquidation preference (in Dollars) | $ 1,418 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 1,427 | $ 1,289 |
Impairment of intangible assets | 14,007 | |
General and administrative | 2,232 | 3,013 |
Total operating expenses | 3,659 | 18,309 |
Loss from operations | (3,659) | (18,309) |
Other income (expenses) | ||
Gain on the sale of IP | 1,780 | |
Interest income | 4 | |
Interest expense | (92) | (39) |
Finance expense | (9) | |
Loss on investment | (36) | |
Foreign exchange gains (losses) | 95 | (269) |
Change in fair value adjustment of derivative and warrant liabilities | 309 | 12,566 |
Net other income | 307 | 14,002 |
Net loss for the period before tax benefit (expense) | (3,352) | (4,307) |
Income tax benefit (expense) | 1,227 | |
Net loss | (3,352) | (3,080) |
Deemed dividend of 5% on Series C Convertible Preferred stock | (4) | |
Deemed dividend of 8% on Series A Convertible Preferred stock | (1,572) | |
Net loss attributable to common stockholders | $ (3,356) | $ (4,652) |
Basic net loss per common stock (in Dollars per share) (in Dollars per share) | $ (4.43) | $ (19.64) |
Weighted-average number of common stock outstanding, Basic (in Shares) | 758,144 | 236,811 |
Other comprehensive loss, net of tax: | ||
Change in cumulative translation adjustment | $ 84 | $ (214) |
Total comprehensive loss attributable to common stockholders | $ (3,268) | $ (3,294) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Deemed dividend percentage | 5% | 8% |
Diluted net loss per common stock (in Dollars per share) | $ (4.43) | $ (19.64) |
Weighted-average number of common stock outstanding, Diluted (in Shares) | 758,144 | 236,811 |
Series C Convertible Preferred stock | ||
Deemed dividend percentage | 5% | |
Series A Convertible Preferred stock | ||
Deemed dividend percentage | 8% |
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 | Series B Preferred Stock | Series C Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 632 | $ 1 | $ 85,243 | $ (600) | $ (66,492) | $ 18,152 | ||
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 231,315 | ||||||
Conversion of preferred stock into common stock, net | $ (62) | 381 | $ 381 | |||||
Conversion of preferred stock into common stock, net (in Shares) | (1,973) | 21,322 | ||||||
Deemed dividend of preferred stock | $ 1,572 | (1,572) | $ (1,572) | |||||
Stock based compensation | 1,065 | 1,065 | ||||||
Currency translation adjustment | (214) | (214) | ||||||
Loss for the period | (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 | 252,637 | ||||||
Balance at Dec. 31, 2022 | $ 2,001 | $ 2 | 83,158 | (721) | (82,550) | (113) | ||
Balance (in Shares) at Dec. 31, 2022 | 13,586 | 190,786 | 454,225 | |||||
Conversion of preferred stock into common stock, net | $ (565) | 565 | $ 565 | |||||
Conversion of preferred stock into common stock, net (in Shares) | (3,838) | 721,462 | 1,587,500 | |||||
Redemption of Series B Preferred Stock | $ (2) | 2 | $ 2 | |||||
Redemption of Series B Preferred Stock (in Shares) | (190,786) | |||||||
Issuance of Series C Convertible Preferred Stock, net | $ 1,160 | |||||||
Issuance of Series C Convertible Preferred Stock, net (in Shares) | 50,000 | |||||||
Deemed dividend of preferred stock | $ 167 | (167) | (167) | |||||
Round up of common shares issued as a result of 1-for-35 reverse stock split | ||||||||
Round up of common shares issued as a result of 1-for-35 reverse stock split (in Shares) | 12,700 | |||||||
Stock based compensation | (121) | (121) | ||||||
Currency translation adjustment | 84 | 84 | ||||||
Loss for the period | (3,352) | (3,352) | ||||||
Balance at Mar. 31, 2023 | $ 1,436 | $ 1,327 | $ 83,437 | $ (637) | $ (85,902) | $ (3,102) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,748 | 50,000 | 1,188,387 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
Deemed dividend percentage | 5% | 8% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (3,352) | $ (3,080) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on the sale of IP | (1,780) | |
Depreciation and amortization | 10 | 23 |
Intangible asset impairment | 14,007 | |
Stock-based compensation (recoveries) | (121) | 1,065 |
Unrealized foreign exchange (gain) loss | (87) | 255 |
Non-cash finance expense | 4 | |
Non-cash interest | 83 | 26 |
Loss on investment | 36 | |
Change in fair value adjustment of warrant and derivative liabilities | (309) | (12,566) |
Deferred income taxes | (1,227) | |
Changes in operating assets and liabilities: | ||
Other current assets | (19) | 470 |
Tax credit receivable | (23) | (455) |
Prepaid expenses | (6) | (1,227) |
Accounts payable | 198 | 5,036 |
Accrued liabilities | 434 | (6,308) |
Income taxes payable | (5) | (7) |
Operating lease liability | (8) | (23) |
Net cash used in operating activities | (3,201) | (5,755) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of IP | 809 | |
Net cash provided by investing activities | 809 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from Series C Convertible Preferred Stock issuance, net of costs | 1,160 | |
Redemption of Series B Preferred Stock | (2) | |
Net cash provided by financing activities | 1,158 | |
Net decrease in cash | (2,043) | (4,946) |
Effect of exchange rate changes on cash | 309 | (65) |
Cash, beginning of period | 2,029 | 19,555 |
Cash, end of period | 295 | 14,544 |
Supplemental information | ||
Cash paid for income taxes | 6 | 1 |
Cash paid for interest | 9 | 13 |
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, net | 565 | 381 |
Accrued liability on Series A Convertible Preferred Stock | 134 | |
Deemed 8% dividend on Series A Convertible Preferred Stock | 1,572 | |
Deemed 5% dividend on Series C Convertible Preferred Stock, and accretion of Series C Preferred shares to redemption value | $ 167 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2023 | |
Statement of Cash Flows [Abstract] | |
Percentage of dividend on series A convertible Preferred Stock | 8% |
Deemed dividend on Series C Convertible Preferred Stock percentage | 5% |
Organization, Principal Activit
Organization, Principal Activities, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
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 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 business address in the Unites States is located at 24 School Street, 2 nd (a) Reverse Stock Split On March 24, 2023, the Company affected a 1-for-35 reverse stock split of the shares of common stock of the Company. All historical share and per share amounts reflected throughout the financial statements (as defined below in 1(b) and these notes to the financial statements have been adjusted to reflect the Reverse Stock Split. See Note 11(d). (b) Liquidity and Going Concern The accompanying unaudited condensed interim consolidated financial statements (the “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, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date of these financial statements, and (1) is probable that the plan will be effectively implemented within one year after the date the financial statements are issued, and (2) it is probable that the plan, when implemented, will mitigate the relevant condition or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financials are issued. Certain elements of the Company’s operating plan to alleviate the conditions that raise substantial doubt are outside of the Company’s control and cannot be included in management’s evaluation under the requirements of ASC 205-40. 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 $85.9 million as of March 31, 2023. As of March 31, 2023, our cash of $295 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. On April 21, 2023, the Company completed a public offering of its common stock and pre-funded warrant along with the common stock purchase warrant, for aggregate gross proceeds of approximately $7.5 million, before deducting placement agents’ fees and offering expenses payable, of which approximately $5 million was used from the proceeds to satisfy the indebtedness due to 3i, LP in connection with certain secured promissory notes issued to 3i, LP and alternative conversion amount due to 3i, LP in connection with exercise of shares of Series A Convertible Preferred Stock, which resulted in net proceeds of $1.9 million. See Note 18(a). In light of the Company’s cash position as of May 11, 2023, of $759, the Company does not have sufficient funds for its current operations and planned capital expenditures. As discussed above the Company intends to seek capital through sale of its securities 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. (c) Basis of Presentation The accompanying 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 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 (deficit), 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 months ended March 31, 2023, are not necessarily indicative of the results that may be expected for the current year ending December 31, 2023. The financial data presented herein do not include all disclosures required by U.S. GAAP and should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2022 and 2021, thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2023. The preparation of these 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 financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. (d) Principles of Consolidation The 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 * In the process of being dissolved because inactive. All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation. (e) 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the fair value of the Series A, Series B, and Series C Preferred Stock, warrants, convertible debt, convertible promissory note, 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 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 (deficit) as a component of accumulated other comprehensive income (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 condensed 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 March 31, 2023 and December 31, 2022. (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 income (loss) Accumulated other comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2023 and 2022, the Company recorded accumulated foreign currency translation gains (losses) of $84 and ($214), 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) Recently Issued Accounting Pronouncements Changes to GAAP are established by 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 | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets [Abstract] | |
Other Current Assets | 3. Other Current Assets The Company’s other current assets are comprised of the following: March 31, December 31, Deposits $ 57 $ 51 Salary deposit 82 85 Value added tax (“VAT”) receivable 44 82 Deferred consulting costs — 81 Deferred Directors & Officers insurance expense 884 1,260 $ 1,067 $ 1,559 |
Investment
Investment | 3 Months Ended |
Mar. 31, 2023 | |
Investment [Abstract] | |
Investment | 4. 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 June 2020 Lantern Pharma became publicly listed. As of March 31, 2022, the fair value of the shares was $314. In the three months ended March 31, 2022, the Company recognized a loss on its shares in Lantern Pharma of $36. 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. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Intangible Assets [Abstract] | |
Intangible assets | 5. Intangible assets During the quarter ended March 31, 2023, because of continuing downward pressure on the Company’s common stock, we performed an impairment assessment with a WACC of 26% and determined that no further impairment of our intangible assets is required as of March 31, 2023. 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 has performed an impairment assessment on its individual intangible assets 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 quarter ended March 31, 2022. During the quarter ended December 31, 2022, as a result of continued downward pressure on the Company’s common stock, we performed a further impairment assessment on the Company’s individual intangible asset utilizing a discounted cash flow model with a WACC of 26% and recognized a further impairment charge of $3,564. The Company’s IPR&D assets have been classified as indefinite-lived intangible assets. Our individual material development project in progress, Stenoparib, is recorded at $9,711 and $9,549 on March 31, 2023 and December 31, 2022, respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued liabilities | 6. Accrued liabilities The Company’s accrued liabilities are comprised of the following: March 31, December 31, Development cost liability (Notes 16(a) and (b)) $ 1,514 $ 964 Payroll accruals 97 221 Accrued Board member fees 58 91 Accrued audit and legal 649 239 Other 33 389 $ 2,351 $ 1,904 |
Convertible Promissory Note and
Convertible Promissory Note and Accrued Interest, Net | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Note [Abstract] | |
Convertible promissory note and accrued interest, net | 7. Convertible promissory note and accrued interest, net On April 12, 2022, Allarity Denmark 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 Therapeutics Europe ApS (“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). The First Amendment amends and restates Section 11.7 of the Original Agreement to add the revised Note to the list of enforceable claims in the second paragraph of Section 11.7 making the revised Note enforceable under New York law as a legal obligation of Allarity Denmark ApS (formerly OV-SPV2 ApS). All other provisions of the Original Agreement and Promissory Note were unchanged and remain in full force and effect. 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 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 Allarity Therapeutics Denmark ApS and allows Novartis a one-time right to exchange the Convertible Pro Allarity Therapeutics Denmark ApS Promissory Note for such number of equity securities of Allarity Therapeutics Denmark ApS equal to 3% of outstanding equity securities, calculated on a fully diluted as-converted to common stock basis, held by all holders of equity securities of Allarity Therapeutics Denmark ApS immediately prior to the closing of the IPO. During the three-month periods ended March 31, 2023 and 2022, the Company recorded $27 and $26, respectively to interest expense and increased the convertible promissory note liability by the same amount. The roll forward of the Promissory Note as of March 31, 2023, and December 31, 2022, is as follows: March 31, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (162 ) (215 ) Plus, accretion of debt discount, interest expense 12 53 Convertible promissory note, net of discount 850 838 Interest accretion, opening 245 194 Interest accrual, expense 15 51 Convertible promissory note – net, ending balance $ 1,110 $ 1,083 |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Debt [Abstract] | |
Convertible debt | 8. Convertible debt 3i, LP Convertible Secured Promissory Notes On November 22, 2022, the Company entered into a Secured Note Purchase Agreement (“Purchase Agreement”) with 3i, LP (“Holder”, or “3i”), whereby the Company authorized the sale and issuance of three Secured Promissory Notes (each a “Note” and collectively, the “Notes”). Effective November 28, 2022, the Company issued: (1) a Note in the principal amount of $1,667 as payment of $1,667 due to 3i, LP in Alternative Conversion Floor Amounts that began to accrue on July 14, 2022; and (2) a Note in the principal amount of $350 in exchange for cash. Effective December 30, 2022, the Company issued an additional Note in the principal amount of $650 in exchange for cash. Each Note matures on January 1, 2024, carries an interest rate of 5% per annum, and is secured by all of the Company’s assets pursuant to a security agreement (the “Security Agreement”). In addition, the Holder may exchange the Notes for the Company’s common stock at an exchange price equal to the lowest price per share of the equity security sold to other purchasers, rounded down to the nearest whole share, if the Company concludes a future equity financing prior to the maturity date or other repayment of such promissory note. Lastly, each Note and interest earned thereon may be redeemed by the Company at its option at any time or the holder may demand redemption if a) the Company obtains gross proceeds of at least $5 million in a financing in an amount of up to 35% of the gross proceeds of the financing or b) there is an Event of Default (as defined in the Note agreement). Discounts to the principal amounts are included in the carrying value of the Notes and amortized to interest expense over the contractual term of the underlying debt. During 2022, the Company recorded a $34 debt discount upon issuance of the Notes related to legal fees paid that were capitalized as debt issuance costs. For the three month period ended March 31, 2023, interest expense totaled $43, comprised of $33 for contractual interest and $10 for the amortization of the debt discount. The roll forward of the Notes as of March 31, 2023, and December 31, 2022, is as follows: March 31, December 31, Convertible promissory note $ 2,667 $ 2,667 Less debt discount, opening (32 ) (34 ) Plus, accretion of debt discount, interest expense 10 2 ) Carrying value of the Convertible Notes 2,645 2,635 Interest accretion, opening 9 — Interest accrual, expense 33 9 Convertible promissory note – net, ending balance $ 2,687 $ 2,644 Subsequent to March 31, 2023, the 3i Convertible Secured Promissory Notes were paid in full and cancelled on April 21, 2023. See Note 18(b). |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stock [Abstract] | |
Preferred Stock | 9. Preferred Stock A. Series A Convertible Preferred Stock and Common Stock Purchase Warrants (a) Amendments to Series A Convertible Preferred Stock i. Voting Rights On November 22, 2022, the Company amended Section 12 of the Certificate of Designation of Series A Convertible Preferred Stock (“Series A Preferred Stock”) to provide for voting rights. Subject to a 9.99% beneficial ownership limitation, the holders of Series A Preferred Stock shall have the right to vote on all matters presented to the stockholders for approval together with the shares of common stock, voting together as a single class, on an “as converted” basis using the “Conversion Price” (initially $9.906 per share before any adjustment) (rounded down to the nearest whole number and using the record date for determining the stockholders of the Company eligible to vote on such matters), except as required by law (including without limitation, the DGCL) or as otherwise expressly provided in the Company’s Certificate of Incorporation or the Certificate of Designations of Series A Convertible Preferred Stock. The voting rights described above shall expire on February 28, 2023, and thereafter holders of preferred stock shall not have voting rights except as required by law. ii. Conversion Price Adjustment for Series A Preferred Stock On December 9, 2022, the Company and 3i entered into a letter agreement which provided that pursuant to Section 8(g) of the Certificate of Designations for the Series A Preferred Stock, the parties agreed that the Conversion Price was modified to mean the lower of: (i) the Closing Sale Price on the trading date immediately preceding the Conversion Date and (ii) the average Closing Sale Price of the common stock for the five trading days immediately preceding the Conversion Date, for the Trading Days through and inclusive of January 19, 2023. Any conversion which occurs shall be voluntary at the election of the Holder, which shall evidence its election as to the Series A being converted in writing on a conversion notice setting forth the then Minimum Price. Management determined that the adjustment made to the Conversion Price is not a modification of the COD which allows for adjustments to the Conversion Price at any time by the Company and the other terms of the Certificate of Designations remained unchanged. Subsequent to March 31, 2023, the terms of the Series A Preferred Stock have been further amended. See Note 18(c). (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 either 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. (c) 3i Warrants Effective April 21, 2023, pursuant to the terms of a Modification and Exchange Agreement, the 3i Warrants were exchanged for 12,603,835 warrants at an exercise price of $0.75 per share. See Note 18(b). (d) Accounting i. Series A Preferred Stock The Company evaluated the Series A Preferred Stock under ASC 480-10 to determine whether it represents an obligation that would require the Company to classify the instrument as a liability and determined that the Series A Preferred Stock is not a liability pursuant to ASC 480-10. Management then evaluated the instrument pursuant to ASC 815 and determined that because the holders of the Series A Preferred Stock may be entitled to receive cash, the Series A Preferred stock should be recorded as mezzanine equity given the cash redemption right that is within the holder’s control. Generally, preferred stock that are currently redeemable should be adjusted to their redemption amount at each balance sheet date. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value when redemption becomes probable to occur. Through December 9, 2022, the derivative scope exception under ASC 815 was not met because a settlement contingency was not indexed to the Company’s stock. Therefore, the redemption feature (derivative liability) was bifurcated from the Series A Preferred Stock and recorded as a derivative liability. The fair value of the Series A Preferred Stock Redemption Feature (the “Redemption Feature”) derivative 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 10(b). Subsequent to December 9, 2022, because of the agreed conversion price adjustment (see Note 9.A(b)ii.), although bifurcation of the conversion feature is still required, the value of the derivative has been determined to be immaterial since the conversion price will always be at market. ii. Modification to Conversion Price of Series A Preferred Stock On January 23, 2023, we and 3i, LP amended the letter agreement entered into on December 8, 2022, to provide that the modification of the term Series A Preferred Stock Conversion Price (“Series A Preferred Stock Conversion Price”) to mean the lower of: (i) the Closing Sale Price (as defined in the Certificate of Designations of Series A Preferred Stock (“Series A Certificate of Designations”)) on the trading date immediately preceding the Conversion Date (as defined in the Series A Certificate of Designations and (ii) the average Closing Sale Price of the common stock for the five trading days immediately preceding the Conversion Date, for the Trading Days (as defined in the Series A Certificate of Designations) will be in effect until terminated by us and 3i, LP. iii. 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). (f) Series A Preferred Stock Conversions i. Three month period ended March 31, 2023 During the three month period ended March 31, 2023, 3i exercised its option to convert 3,838 shares of Series A Preferred stock for 721,462 shares of common stock at the fair value of $565. As of March 31, 2023, we had 9,748 shares of Series A Preferred Stock issued and outstanding. See Note 18(b). ii. Three month period ended March 31, 2022 Between January 1, 2022, and March 31, 2022, a total of 1,973 Series A Preferred Stocks were converted into 746,276 shares of our common stock, thereby reducing outstanding Series A Preferred Stocks at March 31, 2022 to 17,827. The fair value of the derivative liability associated with the Series A Preferred Stock converted during the three month period ended March 31, 2022, as determined by Monte Carlo simulations, was $452. Because the latest three conversions in March 2022 were completed at less than the agreed floor price, we recorded a floor price liability of $134 within accrued liabilities and recognized a $134 reduction of additional paid in capital. 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 preferred stock outstanding as at March 31, 2022 as an increase to the value of the convertible preferred stock and a reduction of additional paid in capital. The accounting for the Series A Convertible Preferred Stock and Warrants is illustrated in the table below: Consolidated Balance Sheets Consolidated Warrant Series A Common Additional Fair value Balances at December 31, 2022 $ 374 $ 2,001 $ — $ (3,756 ) $ — Conversion of 3,838 Series A Preferred Stock, net — (575 ) — 575 — Fair value adjustment at March 31, 2023 (309 ) — — — 309 $ 65 $ 1,426 $ — $ (3,181 ) $ 309 Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 75 306 134 — 8% Deemed dividend on Preferred Stock — — 1,572 — (1,572 ) — — Fair value adjustment at March 31, 2022 (9,008 ) (3,558 ) — — — — 12,566 $ 2,265 $ 3,171 $ 2,142 $ 77 $ (1,186 ) $ 134 $ 12,566 B. Series C Convertible Preferred Stock On February 28, 2023, the Company entered into a Securities Purchase Agreement (the “SPA”) with 3i, L.P. for the purchase and sale of 50,000 shares of Series C Convertible Redeemable Preferred Stock (“Series C Preferred Stock”) at a purchase price of $24.00 per share, for a subscription receivable in the aggregate amount equal to the total purchase price of $1.2 million (the “Offering”). The 50,000 shares of Series C Preferred Stock (the “Shares”) are convertible into shares of the Company’s common stock, subject to the terms of the COD. The conversion price for the Series C Preferred Stock is initially equal the lower of: (i) $0.182 ($6.37 post reverse stock split), which is the official closing price of the Common Stock on the Nasdaq Global Market (as reflected on Nasdaq.com) on the Trading Day (as defined in the COD) immediately preceding the Original Issuance Date (as defined in the COD); and (ii) the lower of: (x) the official closing price of the Common Stock on the Nasdaq Global Market (as reflected on Nasdaq.com) on the Trading Day immediately preceding the Conversion Date or such other date of determination; and (y) the average of the official closing prices of the Common Stock on the Nasdaq Global Market (as reflected on Nasdaq.com) for the five Trading Days immediately preceding the Conversion Date (as defined in the COD) or such other date of determination, subject to adjustment (the “Conversion Price”). In no event will the Conversion Price be less than $0.0370 ($1.295 post reverse stock split) (the “Floor Price”). In the event that the Conversion Price on a Conversion Date would have been less than the applicable Floor Price if not for the immediately preceding sentence, then on any such Conversion Date the Company will pay the Holder an amount in cash, to be delivered by wire transfer out of funds legally and immediately available therefor pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding such Conversion Date and (II) the applicable Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Share Delivery Date with respect to such conversion of Series C Preferred Stock from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable conversion of Series C Preferred Stock, by (y) the applicable Conversion Price without giving effect to clause (x) of such definition. The Offering closed on February 28, 2023. In connection with the Offering, concurrently with the SPA, the Company entered into a registration rights agreement with 3i (the “RRA”) pursuant to which the Company is required to file a registration statement with the SEC to register for resale the shares of Common Stock that are issued upon the potential conversion of the Shares. Under the terms of the RRA, if the Company fails to file an Initial Registration Statement (as defined in the RRA) on or prior to its Filing Date (as defined in the RRA), or fail to maintain the effectiveness of the registration statement beyond defined allowable grace periods set forth in the RRA, we will incur certain registration delay payments, in cash and as partial liquidated damages and not as a penalty, equal to 2.0% of 3i’s subscription amount of the Shares pursuant to the SPA. In addition, if we fail to pay any partial liquidated damages in full within seven days after the date payment, we will have to pay interest at a rate of 18.0% per annum, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The Company has also agreed to pay all fees and expenses incident to the performance of the RRA, except for any broker or similar commissions. In connection with the Offering, the Company and 3i entered into a limited waiver agreement (the “Waiver”) pursuant to which 3i confirmed that the sale and issuance of the Shares will not give rise to any, or trigger any, rights of termination, defaults, amendment, anti-dilution or similar adjustments, acceleration or cancellation under agreements with 3i. The Company has evaluated the terms of the Series C Preferred Stock as required pursuant to ASC 570, 480, 815 and ASU 2020-06, and concluded the Series C Preferred Stock will be recorded at fair value of $1,200, net of share issuance costs of $40, and accreted to redemption value of $1,485 on April 21, 2023, using the effective interest method. The Company will also accrue dividends of 5%. The roll forward of the Series C Preferred Stock as of March 31, 2023, is as follows: March 31, Series C Preferred Stock, cash received $ 1,200 Less debt discount, opening (40 ) Plus, 5% dividend and accretion 167 Series C Preferred Stock – net, ending balance $ 1,327 Effective April 21, 2023, all of the 50,000 shares of Series C Preferred stock were exchanged for Series A Preferred Stock. See Note 18(b). |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 10. Derivative Liabilities (a) Continuity of 3i Warrant Liability and Series A Redemption Feature Derivative Liabilities The 3i Warrant and Series A redemption feature derivative liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value in the three month period ended March 31, 2023, and the year ended December 31, 2022, is presented in the following table: 3i Warrants 3i Fund Issued December 20, 2021 Balance as of January 1, 2022 $ 11,273 $ 7,181 Change in fair value (10,899 ) (6,227 ) Amount transferred to Equity — (954 ) Balance as of December 31, 2022 $ 374 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 6.48 $ — Balance as of January 1, 2023 $ 374 $ — Change in fair value (309 ) — Balance as of March 31, 2023 $ 65 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 1.13 $ — (b) 3i Warrants – Valuation Inputs On March 31, 2023 and 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 $65 and $2,265 respectively. The 3i Warrants were valued at March 31, 2023 and 2022, using the following inputs: March 31, March 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 1.68 $ 2.04 Risk-free rate 4.13 % 2.40 % Expected life of the Warrant to convert (years) 1.73 2.73 Rounded annual volatility 175 % 110 % Timing of liquidity event Q2 2023 Q4 2022 – Expected probability of event 90 % 90 % The shares of Series A Preferred Stock converted in the three month period ended March 31, 2023 were recorded at $565. The following inputs were used for the Series A Preferred Stock conversions recorded in the three month period ended March 31, 2022 and the fair value of the Series A Preferred Derivative liability determined at March 31, 2022: January 1, 2022 – Initial exercise price $ 9.90 Stock price on valuation date $ 1.93 - $10.75 Risk-free rate 1.03% - 2.40 % Time to exercise (years) 2.72 – 2.96 Equity volatility 70%- 90 % Probability of volume failure 93% - 99 % Rounded 10-day average daily volume (in 1,000’s) 332 - 873 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 11. Stockholders’ Equity (a) Amendment to Certificate of Incorporation On March 20, 2023, an amendment to Allarity Therapeutics, Inc.’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares from 30,500,000 to 750,500,000, and to increase the number of shares of common stock (the “Common Stock”) from 30,000,000 to 750,000,000 (the “Share Increase”) was approved by the stockholders of record entitled to vote in person or by proxy at the Special Meeting of Stockholders on March 20, 2023 (the “2023 Special Meeting”). Upon receipt of the required stockholder approval, on March 20, 2023, Allarity Therapeutics, Inc. (the “Company”), filed a Second Certificate of Amendment to the Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) to effect the Share Increase. As a result of the filing of the Certificate of Amendment, the Company is authorized to issue 750,500,000 shares, consisting of (i) 750,000,000 shares of common stock, par value $0.0001 per share, and (ii) 500,000 shares of preferred stock, par value of $0.0001 per share. (b) Redemption of Series B Preferred Stock Upon conclusion of the 2023 Annual Meeting of Stockholders on February 3, 2023, all the 190,786 shares of Series B Preferred Stock outstanding were automatically redeemed, with the holders of the Series B Preferred Stock only having a right to receive the purchase price for the redemption, which was $0.01 per share of Series B Preferred Stock. (c) Series C Preferred Stock On February 24, 2023, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Redeemable Preferred Stock (the “Series C COD”) with the Delaware Secretary of State designating 50,000 shares of its authorized and unissued preferred stock as Series C Preferred Stock with a stated value of $27.00 per share. On February 28, 2023, the Company filed a Certificate of Amendment to the Series C COD (the “COD Amendment”) to clarify the terms of conversion price and floor price based on definitions provided in the Series C COD (the COD Amendment, together with the Series C COD, the “COD”). Each share of Series C Preferred Stock has 620 votes and is subject to certain redemption rights and voting limitations. See Note 18(c).) Pursuant to the terms of a Modification and Exchange Agreement dated April 20, 2023 by and between 3i and the Company, effective April 21, 2023, 3i exchanged 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficially owned by 3i for 4,027 shares of Series A Preferred Stock. See Note 18(b). (d) Reverse Stock-split On March 20, 2023, an amendment to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares from 30,500,000 to 750,500,000, and to increase the number of shares of common stock (the “Common Stock”) from 30,000,000 to 750,000,000 (the “Share Increase”) was approved by the stockholders of record entitled to vote in person or by proxy at the Special Meeting of Stockholders. Upon receipt of the required stockholder approval, on March 20, 2023, the Company filed the Certificate of Amendment with the Delaware Secretary of State to effect the Share Increase. On March 23, 2023, the Company filed a Third Certificate of to the Certificate of Incorporation with the Delaware Secretary of State to effect a 1-for-35 share consolidation of our common stock on March 24, 2023 (“Share Consolidation”). No fractional shares were issued in connection with the Share Consolidation. If, as a result of the Share Consolidation, a stockholder would otherwise have been entitled to a fractional share, each fractional share was rounded up to the next whole number. The Share Consolidation resulted in a reduction of our outstanding shares of common stock from 34,294,582 to 979,846. As a result of the Second Certificate of Amendment of our Certificate of Incorporation as discussed above, the number of our authorized shares is 750,500,000 which consist of 750,000,000 authorized shares of Common Stock and 500,000 authorized shares of preferred stock. The par value of our authorized stock remained unchanged at $0.0001. As of the date of these financial statements all references to our common stock have been retrospectively adjusted to reflect the one for thirty-five shares, unless otherwise noted. (e) Share issuances During the three months ended March 31, 2023, the Company issued 721,462 shares of common stock valued at $565 upon the conversion of 3,838 shares of Series A Preferred stock. During the three months ended March 31, 2022, the Company issued 21,322 shares of common Stock valued at $381, net of the $134 floor price adjustment payable, upon the conversion of 1,973 shares of Series A Preferred Stock. |
Stock-Based Payments
Stock-Based Payments | 3 Months Ended |
Mar. 31, 2023 | |
Stock-based payments [Abstract] | |
Stock-based payments | 12. Stock-based payments During the three months ended March 31, 2023 and 2022, total stock-based payment (recoveries) / expenses recorded in the condensed consolidated statement of operations and comprehensive loss were ($121) and $1,065, respectively of which ($80) and ($41) are recognized as general and administrative and research and development expense recoveries respectively in the three months ended March 31, 2023, and March 31, 2022, $703 were recognized as general and administrative and $362 as research and development expenses, respectively. Total compensation cost for non-vested warrants as at March 31, 2023 is $524 and is expected to be realized over a period of 2.50 years. A summary of stock option activity under the Company’s stock option plans during the three-month period ended March 31, 2023, is presented below: Options Outstanding Number of Weighted Weighted Outstanding December 31, 2022 19,332 $ 229.36 4.14 Cancelled or expired (1,765 ) 342.56 — Outstanding as of March 31, 2023 17,567 $ 213.74 3.86 Options exercisable at March 31, 2023 11,804 $ 242.97 3.95 During the three month period ended March 31, 2023, no options were granted. During the three month period ended March 31, 2022, no options were granted, exercised, expired, or cancelled. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segments [Abstract] | |
Segments | 13. 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 | 3 Months Ended |
Mar. 31, 2023 | |
Loss per share of common stock [Abstract] | |
Loss per share of common stock | 14. 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: March 31, March 31, 2023 2022 Warrants and stock options 75,252 91,256 Series A Convertible Preferred stock 151,829 277,655 Series C Convertible Preferred stock 38,610 — Convertible debt 1,587,500 — 1,853,191 368,911 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Financial Instruments [Abstract] | |
Financial Instruments | 15. 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 March 31, 2023, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (65 ) $ (65 ) $ — $ — $ (65 ) $ (65 ) Fair Value Measurements as of December 31, 2022, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (374 ) $ (374 ) $ — $ — $ (374 ) $ (374 ) Methods used to estimate the fair values of our financial instruments, not disclosed elsewhere in these financial statements, are as follows: When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. We have no financial assets or liabilities measured using Level 2 inputs. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. 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 reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the date the actual event or change in circumstances that caused the transfer occurs. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. There were no transfers between level 1 or level 2 during the three-month periods ended March 31, 2023 and 2022. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 16. Income Taxes The effective tax rate for the three-month periods ended March 31, 2023 and 2022, was impacted by unbenefited losses. Specifically, the March 31, 2022, impairment charge of approximately $14,000 has resulted in a tax benefit of $1,227 in the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 17. Commitments and Contingencies (a) Second Amendment to License Agreement with Novartis for Dovitinib On September 27, 2022, Allarity Europe, entered into a Second Amendment to License Agreement with Novartis, which amended the terms of the Original Agreement, as amended by that certain First Amendment to License Agreement effective as of March 30, 2022 and that certain Promissory Note dated April 6, 2018, which was re-issued by Allarity Therapeutics Denmark ApS, a subsidiary of Allarity Europe, in favor of Novartis on March 30, 2022, to modify the terms and timing of the Outstanding Milestone Payment (as defined in the Second Amendment), including an increase in such milestone payment by $500, in addition to the $5,000 which is included in accounts payable at September 30, 2022. The Second Amendment became effective upon receipt by Novartis of the first portion of the Outstanding Milestone Payment ($1,000), which was paid on or about September 28, 2022. 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) Notice of Breach From Novartis Pharma AG Pursuant to the agreement with Novartis, through our wholly-owned subsidiary Allarity Europe, we have the right to use dovitinib used in combination with Stenoparib to address the second-line or later treatment of metastatic ovarian cancer. Under the terms of the license agreement, we are required to make certain milestone payments, including a payment of $1,500, which was due on April 1, 2023. We did not make that milestone payment, and on April 4, 2023, Novartis sent a notice of breach under the license agreement to Allarity Europe stating that it has 30 days from April 4, 2023, to cure. As of April 28, 2023, Novartis has been paid $100 towards the current milestone payable of $1,500. (c) 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 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). As of the date of this quarterly report, the $900 remains unpaid, however, management is currently in discussions with Eisai to extend the terms of payment. 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 120 days prior written notice. (d) Development costs and Out-License Agreement with Smerud 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, 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. (e) 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. (f) 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 March 31, 2022, we received $459 which has been recorded in other income as proceeds on sale of IP. (g) SEC Request In January 2023, we received a request to produce documents from the SEC that stated that the staff of the SEC is conducting an investigation known as “In the Matter of Allarity Therapeutics, Inc.” to determine if violations of the federal securities laws have occurred. The documents requested appear to focus on submissions, communications, and meetings with the FDA regarding our NDA for Dovitinib or Dovitinib-DRP. The SEC letter also stated that investigation is a fact-finding inquiry and does not mean that that the SEC has concluded that we or anyone else has violated the laws. As a result of the disclosure of the SEC request, The Nasdaq Stock Market LLC (“Nasdaq”) staff has also requested us to provide them with the information requested by the SEC in which we are complying. (h) Nasdaq Notification As previously disclosed on Form 8-K filed with the SEC on October 14, 2022, we received a letter from Nasdaq Listing Qualifications on October 12, 2022 notifying us that the Company’s stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5450(b)(1)(A) for The Nasdaq Global Market, which requires that a listed company’s stockholders’ equity be at least $10.0 million. As reported on the Form 10-Q, the Company’s stockholders’ equity as of June 30, 2022, was approximately $8.0 million. Pursuant to the letter, we were required to submit a plan to regain compliance with Nasdaq Listing Rule 5450(b)(1)(A) by November 26, 2022. After discussions with the Nasdaq Listing Qualifications staff, on December 12, 2022, we filed a plan to regain and demonstrate long-term Nasdaq Listing Qualifications compliance including seeking to phase-down to The Nasdaq Capital Market. On December 21, 2022, we received notification from the Nasdaq Listing Qualifications staff that they have granted the Company’s request for an extension until April 10, 2023, to comply with this requirement. On April 11, 2023, we received notification from the Nasdaq Listing Qualifications staff that it has determined that the Company did not meet the terms of the extension. Specifically, the Company did not complete its proposed transactions and was unable to file a Form 8-K by the April 10, 2023, deadline, evidencing compliance with Nasdaq Listing Rule 5450(b)(1)(A). As a result, the Company’s securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests an appeal of such determination by April 18, 2023, trading of the Company’s Common Stock will be suspended at the opening of business on April 20, 2023, and a Form 25-NSE will be filed with the SEC which will remove the Company’s common stock from listing and registration on The Nasdaq Stock Market. The Company has filed its appeal with Nasdaq and has received a hearing date of May 18, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events For its financial statements as of March 31, 2023, and for the three months then ended, the Company evaluated subsequent events through the date on which those financial statements were issued. All subsequent events not disclosed elsewhere in this Form 10-Q are disclosed below. (a) Public Offering On April 19, 2023, the Company agreed to sell in a public offering an aggregate of 2,869,330 shares of Common Stock of the Company (the “Shares”), pre-funded warrants to purchase up to 7,130,670 shares of Common Stock (the “Pre-Funded Warrants”), and common warrants to purchase up to 10,000,000 shares of Common Stock (the “Common Warrants” together with the Shares, the Pre-Funded Warrants and Common Stock issuable upon exercise of the Common Warrants and the Pre-Funded Warrant, collectively, the “Securities”), at an effective combined purchase price of $0.75 per share and related Common Warrant (the “Purchase Price”), for aggregate gross proceeds of approximately $7.5 million, before deducting placement agents fees and offering expenses payable by the Company (the “Offering”). The Securities were sold pursuant to a Securities Purchase Agreement (the “Purchase Agreement”) with each purchaser identified on the signature pages thereto (each, a “Purchaser”) or pursuant a prospectus which was part of an effective registration statement on Form S-1 filed with the SEC. The purchase price of each Pre-Funded Warrant and Common Warrant is equal to the Purchase Price less the $0.001 per share exercise price of each Pre-Funded Warrant. The closing of the Offering occurred on April 21, 2023 (the “Offering Closing”). The Pre-Funded Warrants and Common Warrants are immediately separable and were issued separately in the Offering. Each Pre-Funded Warrant is exercisable for one share of Common Stock. Subject to certain ownership limitations, the Pre-Funded Warrants and the Common Warrants (the “Warrants”) are exercisable immediately from the date of issuance. The Pre-Funded Warrants have a nominal exercise price of $0.001 per share, which was pre-funded to the Company on or prior to the Initial Exercise Date (as defined in the Pre-Funded Warrants) and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per share) will be required to be paid by the holder to any person to effect any exercise of the Pre-Funded Warrants, and will expire when exercised in full, subject to certain adjustments contained therein. The Common Warrants have an exercise price of $0.85 per share and expire on the 5 year anniversary of the date of issuance. The exercise price of the Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Company’s common stock. As of the date of this filing, all of the Pre-Funded Warrants have been exercised. In the event of a fundamental transaction, as described in the Warrants, each of the holders of the Warrants will have the right to exercise its Warrant and receive the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if such holder had been, immediately prior to such fundamental transaction, the holder of shares of the Company’s common stock issuable upon the exercise of its Warrant. Additionally, in the event of a fundamental transaction within the Company’s control, as described in the Warrants, each holder of the Warrants will have the right to require the Company to repurchase the unexercised portion of its Warrant at its fair value using a variant of the Black Scholes option pricing formula. In the event of a fundamental transaction that is not within the Company’s control, each holder of the Warrants will have the right to require the Company or a successor entity to redeem the unexercised portion of its Warrant for the same consideration paid to the holders of the Company’s common stock in the fundamental transaction at the unexercised Warrant’s fair value using a variant of the Black Scholes option pricing formula. The Purchase Agreement includes customary representations, warranties and covenants by the Company and the Purchasers, and the Company has agreed to provide the Purchasers with customary indemnification under the Purchase Agreement. Concurrently with the Purchase Agreement, the Company entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (“AGP”). AGP acted as the exclusive Placement Agent in connection with the Offering. As compensation, the Company agreed to pay AGP a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering and up to $150 in aggregate for all expenses of AGP, including AGP’s legal fees. The Company also agreed to provide the Placement Agent with customary indemnification under the Purchase Agreement. (b) 3i LP Transactions From April 1, 2023, through May 11, 2023, the Company issued 7,954,880 shares of common stock valued at $1,334 upon the conversion of 7,520 shares of Series A Preferred stock On April 19, 2023, 3i, the sole former holder of our Series C Preferred Stock and outstanding secured promissory notes, and sole holder of our Series A Preferred Stock and Exchange Warrant (as defined below), provided the Company with a loan for $350, which is evidenced by a Secured Promissory Note dated April 19, 2023 (the “April Note”), which requires a mandatory conversion of the principal into 486 shares of Series A Preferred Stock (the “Note Conversion Shares” and together with the April Note, the “Note Securities”) subject to and upon the Offering Closing. Upon the Offering Closing, the Note Conversion Shares were issued to 3i and the April Note was cancelled. On April 20, 2023, the Company entered into a certain Modification and Exchange Agreement (the “Exchange Agreement”) with 3i pursuant to which the parties agreed to, among other things, subject to the Offering Closing, (i) amend the Certificate of Designations for the Series A Convertible Preferred Stock (the “Amended COD”), which among other things, eliminates the Series A Preferred Stock redemption right and dividend (except for certain exceptions as specified in the Amended COD), and provides for the conversion of Series A Preferred Stock into Common Stock at a conversion price of $0.75 which is equal to the price for a share of Common Stock sold in the Offering, (ii) exchange 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficially owned by 3i for 4,027 shares of Series A Preferred Stock (the “Exchange Shares”), (iii) exchange a warrant to purchase common stock issued on December 20, 2021 to 3i (the “Original Warrant”) for a new warrant (the “Exchange Warrant”), which reflects an exercise price of $0.75 (the “New Exercise Price”) and represents a right to acquire 12,603,385 shares of Common Stock (the “New Warrant Shares”). In addition to the satisfaction or waiver of customary and additional closing conditions set forth in the Exchange Agreement, the transactions contemplated by the Exchange Agreement were subject to (a) the occurrence of the closing of the Offering and (b) the filing of the Amended COD with the Delaware Secretary of State. On April 21, 2023, the closing of the transactions contemplated by the Exchange Agreement occurred and the Exchange Warrant and the Exchange Shares were issued to 3i, and the Original Warrant and the Series C Shares were cancelled. In addition, the Company entered into a Cancellation of Debt Agreement dated April 20, 2023, which became effective as of the Offering Closing. Upon the Offering Closing, pursuant to the terms of the Cancellation of Debt Agreement, all of the Company’s outstanding indebtedness under the Notes (as defined therein) and the Alternative Conversion Amount (as defined therein) due by the Company to 3i were paid in full. Accordingly, any and all obligations in connection therewith were extinguished without any additional further action on the part of 3i upon payment of $3,348 in cash from a portion of the proceeds from the Offering. In addition, pursuant to such agreement, 1,550 shares of Series A Preferred Stock (the “Redemption Shares”) beneficially owned by 3i were redeemed in full for a purchase price of $1,652, which redemption price was paid in cash from the portion of the proceeds from the Offering. The Company also entered into the First Amendment to the RRA (the “RRA Amendment”) dated April 20, 2023, which became effective upon the Offering Closing, to amend certain defined terms under the RRA to include the Exchange Shares, the New Warrant Shares and the Note Conversion Shares. In addition to the foregoing, the Company and 3i are also parties to (i) a Securities Purchase Agreement dated May 20, 2021 (as amended), relating to the purchase and sale of 20,000 shares of Series A Preferred Stock, and common stock purchase warrants, (ii) the RRA, (iii) a Securities Purchase Agreement and Registration Rights Agreement, each dated February 28, 2023, relating to the purchase and sale of 50,000 shares of Series C Preferred Stock, and (iv) a Secured Note Purchase Agreement dated November 22, 2022 (as amended) and related Security Agreement pursuant to which the Company has issued certain secured promissory notes for an aggregate principal amount of approximately $3 million as of April 19, 2023. 3i also participated in the Offering. See Note 9. (c) Amended and Restated COD of Series A Convertible Preferred Stock On April 21, 2023, in connection with the transactions contemplated under the Exchange Agreement, the Company filed an Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock of the Company (the “Amended and Restated Series A COD”) with the Delaware Secretary of State. The Amended and Restated Series A COD eliminates the Series A Preferred Stock redemption right and dividend (except for certain exceptions as specified therein), and provide for the conversion of Series A Preferred Stock into Common Stock at a conversion price equal to the price for a share of Common Stock sold in the Offering. (d) Pro-forma Balance Sheet (unaudited) The following pro forma unaudited condensed consolidated balance sheet is provided to illustrate the impact of all subsequent event transactions described in the foregoing subsequent events disclosure, as if they had occurred at March 31, 2023. As of March 31, (In thousands, except share data) Actual Pro Forma ASSETS Cash $ 295 $ 2,810 Total other current assets 2,671 2,671 Total non-current assets 9,736 9,736 Total assets $ 12,702 $ 15,217 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Total current liabilities $ 11,588 $ 8,523 Total non-current liabilities 1,453 1,453 Total liabilities 13,041 9,976 Total Redeemable preferred stock 2,763 — Shareholders equity (deficit) Total Redeemable preferred stock — 2,202 Additional paid-in capital 83,437 89,578 Accumulated other comprehensive loss (637 ) (637 ) Accumulated deficit (85,902 ) (85,902 ) Total Stockholders’ (deficit) equity (3,102 ) 5,241 Total liabilities and stockholders’ equity (deficit) $ 12,702 $ 15,217 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, the fair value of the Series A, Series B, and Series C Preferred Stock, warrants, convertible debt, convertible promissory note, 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 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 (deficit) as a component of accumulated other comprehensive income (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 condensed consolidated statements of operations and comprehensive loss as incurred. |
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 March 31, 2023 and December 31, 2022. |
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 income (loss) | (f) Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive income (loss) in the condensed consolidated statements of operations and comprehensive loss. During the three months ended March 31, 2023 and 2022, the Company recorded accumulated foreign currency translation gains (losses) of $84 and ($214), 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. |
Recently Issued Accounting Pronouncements | (h) Recently Issued Accounting Pronouncements Changes to GAAP are established by 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. |
Organization, Principal Activ_2
Organization, Principal Activities, and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of country of incorporation | 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 * In the process of being dissolved because inactive. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Other Current Assets [Abstract] | |
Schedule other current assets are comprised | March 31, December 31, Deposits $ 57 $ 51 Salary deposit 82 85 Value added tax (“VAT”) receivable 44 82 Deferred consulting costs — 81 Deferred Directors & Officers insurance expense 884 1,260 $ 1,067 $ 1,559 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of accrued liabilities | March 31, December 31, Development cost liability (Notes 16(a) and (b)) $ 1,514 $ 964 Payroll accruals 97 221 Accrued Board member fees 58 91 Accrued audit and legal 649 239 Other 33 389 $ 2,351 $ 1,904 |
Convertible Promissory Note a_2
Convertible Promissory Note and Accrued Interest, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Note, Net [Abstract] | |
Schedule of convertible promissory note | March 31, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (162 ) (215 ) Plus, accretion of debt discount, interest expense 12 53 Convertible promissory note, net of discount 850 838 Interest accretion, opening 245 194 Interest accrual, expense 15 51 Convertible promissory note – net, ending balance $ 1,110 $ 1,083 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Convertible Promissory Note, Net [Abstract] | |
Schedule of roll forward of notes | March 31, December 31, Convertible promissory note $ 2,667 $ 2,667 Less debt discount, opening (32 ) (34 ) Plus, accretion of debt discount, interest expense 10 2 ) Carrying value of the Convertible Notes 2,645 2,635 Interest accretion, opening 9 — Interest accrual, expense 33 9 Convertible promissory note – net, ending balance $ 2,687 $ 2,644 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Preferred Stock [Abstract] | |
Schedule of series A preferred stock and warrants | Consolidated Balance Sheets Consolidated Warrant Series A Common Additional Fair value Balances at December 31, 2022 $ 374 $ 2,001 $ — $ (3,756 ) $ — Conversion of 3,838 Series A Preferred Stock, net — (575 ) — 575 — Fair value adjustment at March 31, 2023 (309 ) — — — 309 $ 65 $ 1,426 $ — $ (3,181 ) $ 309 Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 75 306 134 — 8% Deemed dividend on Preferred Stock — — 1,572 — (1,572 ) — — Fair value adjustment at March 31, 2022 (9,008 ) (3,558 ) — — — — 12,566 $ 2,265 $ 3,171 $ 2,142 $ 77 $ (1,186 ) $ 134 $ 12,566 |
Schedule of series C preferred stock | March 31, Series C Preferred Stock, cash received $ 1,200 Less debt discount, opening (40 ) Plus, 5% dividend and accretion 167 Series C Preferred Stock – net, ending balance $ 1,327 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities are measured at fair value | 3i Warrants 3i Fund Issued December 20, 2021 Balance as of January 1, 2022 $ 11,273 $ 7,181 Change in fair value (10,899 ) (6,227 ) Amount transferred to Equity — (954 ) Balance as of December 31, 2022 $ 374 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 6.48 $ — Balance as of January 1, 2023 $ 374 $ — Change in fair value (309 ) — Balance as of March 31, 2023 $ 65 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 1.13 $ — |
Schedule of black-scholes merton models to estimate the fair value | March 31, March 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 1.68 $ 2.04 Risk-free rate 4.13 % 2.40 % Expected life of the Warrant to convert (years) 1.73 2.73 Rounded annual volatility 175 % 110 % Timing of liquidity event Q2 2023 Q4 2022 – Expected probability of event 90 % 90 % |
Schedule of fair value of the series A preferred derivative liability | January 1, 2022 – Initial exercise price $ 9.90 Stock price on valuation date $ 1.93 - $10.75 Risk-free rate 1.03% - 2.40 % Time to exercise (years) 2.72 – 2.96 Equity volatility 70%- 90 % Probability of volume failure 93% - 99 % Rounded 10-day average daily volume (in 1,000’s) 332 - 873 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 19,332 $ 229.36 4.14 Cancelled or expired (1,765 ) 342.56 — Outstanding as of March 31, 2023 17,567 $ 213.74 3.86 Options exercisable at March 31, 2023 11,804 $ 242.97 3.95 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of diluted loss per share due to being anti-dilutive | March 31, March 31, 2023 2022 Warrants and stock options 75,252 91,256 Series A Convertible Preferred stock 151,829 277,655 Series C Convertible Preferred stock 38,610 — Convertible debt 1,587,500 — 1,853,191 368,911 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (65 ) $ (65 ) $ — $ — $ (65 ) $ (65 ) Fair Value Measurements as of December 31, 2022, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (374 ) $ (374 ) $ — $ — $ (374 ) $ (374 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of pro forma unaudited condensed consolidated balance sheet | As of March 31, (In thousands, except share data) Actual Pro Forma ASSETS Cash $ 295 $ 2,810 Total other current assets 2,671 2,671 Total non-current assets 9,736 9,736 Total assets $ 12,702 $ 15,217 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Total current liabilities $ 11,588 $ 8,523 Total non-current liabilities 1,453 1,453 Total liabilities 13,041 9,976 Total Redeemable preferred stock 2,763 — Shareholders equity (deficit) Total Redeemable preferred stock — 2,202 Additional paid-in capital 83,437 89,578 Accumulated other comprehensive loss (637 ) (637 ) Accumulated deficit (85,902 ) (85,902 ) Total Stockholders’ (deficit) equity (3,102 ) 5,241 Total liabilities and stockholders’ equity (deficit) $ 12,702 $ 15,217 |
Organization, Principal Activ_3
Organization, Principal Activities, and Basis of Presentation (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 21, 2023 | Mar. 31, 2023 | May 11, 2023 | Dec. 31, 2022 | |
Organization, Principal Activities, and Basis of Presentation (Details) [Line Items] | ||||
Financial term | 1 year | |||
Accumulated deficit | $ 85,900,000 | |||
Insufficient to fund | 295,000 | |||
Cash position | $ 295,000 | $ 2,029,000 | ||
Subsequent Event [Member] | ||||
Organization, Principal Activities, and Basis of Presentation (Details) [Line Items] | ||||
Gross proceeds | $ 7,500,000 | |||
Offering expenses payable | 5,000,000 | |||
Net proceeds | $ 1,900,000 | |||
Cash position | $ 759 |
Organization, Principal Activ_4
Organization, Principal Activities, and Basis of Presentation (Details) - Schedule of country of incorporation | Mar. 31, 2023 | |
Allarity Acquisition Subsidiary Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Country of incorporation | United States | |
Allarity Therapeutics Europe ApS [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Country of incorporation | Denmark | |
Allarity Therapeutics Denmark ApS [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Country of incorporation | Denmark | |
MPI Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Country of incorporation | United States | [1] |
Oncology Venture US Inc. [Member] | ||
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | ||
Country of incorporation | United States | [1] |
[1]In the process of being dissolved because inactive. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Accumulated foreign currency translation losses | $ 84 | $ (214) |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule other current assets are comprised - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule Other Current Assets are Comprised [Abstract] | ||
Deposits | $ 57 | $ 51 |
Salary deposit | 82 | 85 |
Value added tax (“VAT”) receivable | 44 | 82 |
Deferred consulting costs | 81 | |
Deferred Directors & Officers insurance expense | 884 | 1,260 |
Total other current assets | $ 1,067 | $ 1,559 |
Investment (Details)
Investment (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 28, 2023 | |
Investment (Details) [Line Items] | ||||
Fair value | $ 314 | |||
Recognized a loss | $ 36 | |||
Number of common shares sold (in Shares) | 50,000 | |||
Lantern Pharma Inc [Member] | ||||
Investment (Details) [Line Items] | ||||
Common shares (in Shares) | 43,898 | |||
Recognized a loss | $ 115,000 | |||
Number of common shares sold (in Shares) | 43,898 | |||
Net proceeds | $ 235,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets utilizing discounted | 26% | 16% | 26% |
Impairment charge | $ 14,007 | ||
Tangible Asset Impairment Charges | $ 3,564 | ||
Development project | $ 9,711 | $ 9,549 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Accrued Liabilities [Abstract] | ||
Development cost liability (Notes 16(a) and (b)) | $ 1,514 | $ 964 |
Payroll accruals | 97 | 221 |
Accrued Board member fees | 58 | 91 |
Accrued audit and legal | 649 | 239 |
Other | 33 | 389 |
Total | $ 2,351 | $ 1,904 |
Convertible Promissory Note a_3
Convertible Promissory Note and Accrued Interest, Net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 12, 2022 | Nov. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Convertible Promissory Note and Accrued Interest, Net (Details) [Line Items] | ||||
Principal amount | $ 1,000 | $ 1,667 | ||
Equity securities percentage | 5% | |||
Equity securities rate | 3% | |||
Convertible Promissory Note [Member] | ||||
Convertible Promissory Note and Accrued Interest, Net (Details) [Line Items] | ||||
Interest expense | $ 27 | $ 26 |
Convertible Promissory Note a_4
Convertible Promissory Note and Accrued Interest, Net (Details) - Schedule of convertible promissory note - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Convertible Promissory Note [Abstract] | ||
Convertible promissory note | $ 1,000 | $ 1,000 |
Less debt discount, opening | (162) | (215) |
Plus, accretion of debt discount, interest expense | 12 | 53 |
Convertible promissory note, net of discount | 850 | 838 |
Interest accretion, opening | 245 | 194 |
Interest accrual, expense | 15 | 51 |
Convertible promissory note – net, ending balance | $ 1,110 | $ 1,083 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 12, 2022 | Nov. 22, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 30, 2022 | |
Convertible Debt (Details) [Line Items] | |||||
Principal amount | $ 1,000 | $ 1,667 | |||
Principal payments | 1,667 | ||||
Principal amount cash | $ 350 | $ 650 | |||
Interest rate | 125% | ||||
Gross proceeds | $ 5,000 | ||||
Gross proceeds percentage | 35% | ||||
Debt discount | $ 34 | ||||
Interest expense | $ 43 | ||||
ContractualInterest | 33 | ||||
Amortization of debt discount | $ 10 | ||||
Security Agreement [Member] | |||||
Convertible Debt (Details) [Line Items] | |||||
Interest rate | 5% |
Convertible Debt (Details) - Sc
Convertible Debt (Details) - Schedule of roll forward of notes - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Roll Forward of Notes [Abstract] | ||
Convertible promissory note | $ 2,667 | $ 2,667 |
Less debt discount, opening | (32) | (34) |
Plus, accretion of debt discount, interest expense | 10 | 2 |
Carrying value of the Convertible Notes | 2,645 | 2,635 |
Interest accretion, opening | 9 | |
Interest accrual, expense | 33 | 9 |
Convertible promissory note – net, ending balance | $ 2,687 | $ 2,644 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||
Feb. 28, 2023 | Nov. 22, 2022 | Apr. 22, 2022 | Jan. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 21, 2023 | Apr. 20, 2023 | May 04, 2022 | |
Preferred Stock (Details) [Line Items] | |||||||||
Ownership percentage | 9.99% | ||||||||
Conversion price of share | $ 9.906 | ||||||||
Percentage of annum dividend | 18% | ||||||||
Accrue percentage | 2% | 18% | |||||||
Stated percentage | 125% | ||||||||
Purchase price percentage | 2% | ||||||||
Securities purchase agreement percentage | 2% | ||||||||
Accrue payments percentage | 2% | ||||||||
Aggregate paid | $ 539,000 | ||||||||
Common stock shares | 721,462 | ||||||||
Fair value of warrants | $ 565,000 | ||||||||
Convertible shares | 50,000 | ||||||||
Convertible preferred stock | $ 1,572,000 | $ 452,000 | |||||||
Price liability | 134,000 | ||||||||
Reduction of additional paid in capital | $ 134,000 | ||||||||
Stock trading | $ 2,500,000 | ||||||||
Percentage of annum dividend | 8% | 5% | |||||||
Sale of purchase shares | 50,000 | ||||||||
Aggregate purchase price | $ 1,200,000 | ||||||||
Post reverse stock split | (i) $0.182 ($6.37 post reverse stock split) | As a result of the Second Certificate of Amendment of our Certificate of Incorporation as discussed above, the number of our authorized shares is 750,500,000 which consist of 750,000,000 authorized shares of Common Stock and 500,000 authorized shares of preferred stock. The par value of our authorized stock remained unchanged at $0.0001. As of the date of these financial statements all references to our common stock have been retrospectively adjusted to reflect the one for thirty-five shares, unless otherwise noted. | |||||||
Partial liquidated damages percentage | 2% | ||||||||
Partial liquid damage interest rate | 18% | ||||||||
Redemption value, description | The Company has evaluated the terms of the Series C Preferred Stock as required pursuant to ASC 570, 480, 815 and ASU 2020-06, and concluded the Series C Preferred Stock will be recorded at fair value of $1,200, net of share issuance costs of $40, and accreted to redemption value of $1,485 on April 21, 2023, using the effective interest method. The Company will also accrue dividends of 5%. | ||||||||
Maximum [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Securities purchase agreement | $ 20,000,000 | ||||||||
Conversion price | $ 1.295 | ||||||||
Minimum [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Securities purchase agreement | $ 400,000 | ||||||||
Conversion price | 0.037 | ||||||||
Series A Preferred Stock Conversions [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Preferred stock shares exercised | 3,838 | ||||||||
Outstanding shares | 9,748 | 17,827 | |||||||
Convertible shares | 9,748 | ||||||||
Convertible exercised option | 1,973 | ||||||||
Converted shares | 746,276 | ||||||||
Convertible preferred stock | $ 565 | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Price per share | $ 24 | ||||||||
Subsequent Event [Member] | |||||||||
Preferred Stock (Details) [Line Items] | |||||||||
Warrants shares | 12,603,835 | ||||||||
Warrants exercise price | $ 0.75 | ||||||||
Convertible shares | 50,000 |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of series A preferred stock and warrants - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Warrant liability [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | $ 374 | $ 11,273 |
Conversion | ||
8% Deemed dividend on Preferred Stock | ||
Fair value adjustment | (309) | (9,008) |
Balances | 65 | 2,265 |
Common Stock [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | 2 | |
Conversion | 75 | |
8% Deemed dividend on Preferred Stock | ||
Fair value adjustment | ||
Balances | 77 | |
Additional Paid-in Capital [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | (3,756) | 80 |
Conversion | 575 | 306 |
8% Deemed dividend on Preferred Stock | (1,572) | |
Fair value adjustment | ||
Balances | (3,181) | (1,186) |
Fair Value Adjustment to Derivative and Warrant Liabilities [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | ||
Conversion | ||
8% Deemed dividend on Preferred Stock | ||
Fair value adjustment | 309 | 12,566 |
Balances | 309 | 12,566 |
Series A Convertible Preferred Stock Mezzanine Equity [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | 2,001 | 632 |
Conversion | (575) | (62) |
8% Deemed dividend on Preferred Stock | 1,572 | |
Fair value adjustment | ||
Balances | $ 1,426 | 2,142 |
Series A Preferred Derivative Liability [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | 7,181 | |
Conversion | (452) | |
8% Deemed dividend on Preferred Stock | ||
Fair value adjustment | (3,558) | |
Balances | 3,171 | |
Accrued Liabilities [Member] | ||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||
Balances | ||
Conversion | 134 | |
8% Deemed dividend on Preferred Stock | ||
Fair value adjustment | ||
Balances | $ 134 |
Preferred Stock (Details) - S_2
Preferred Stock (Details) - Schedule of series C preferred stock $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Schedule Of Series CPreferred Stock Abstract | |
Series C Preferred Stock, cash received | $ 1,200 |
Less debt discount, opening | (40) |
Plus, 5% dividend and accretion | 167 |
Series C Preferred Stock – net, ending balance | $ 1,327 |
Preferred Stock (Details) - S_3
Preferred Stock (Details) - Schedule of series C preferred stock (Parentheticals) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2022 | Mar. 31, 2023 | |
Schedule Of Series CPreferred Stock Abstract | ||
Dividend and accretion | 8% | 5% |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Liabilities (Details) [Line Items] | |||
Fair value of warrants | $ 65 | $ 2,265 | |
Conversion preferred stock | $ 1,572,000 | $ 452,000 | |
Series A Preferred Stock [Member] | |||
Derivative Liabilities (Details) [Line Items] | |||
Conversion preferred stock | $ 565 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
3i Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Fair value per 3i Warrant / Series A Preferred Stock issuable at period end (in Dollars per share) | $ 1.13 | $ 6.48 |
Balance | $ 374 | $ 11,273 |
Change in fair value | (309) | (10,899) |
Amount transferred to Equity | ||
Balance | $ 65 | $ 374 |
3i Fund Series A Redemption Feature [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Fair value per 3i Warrant / Series A Preferred Stock issuable at period end (in Dollars per share) | ||
Balance | $ 7,181 | |
Change in fair value | (6,227) | |
Amount transferred to Equity | (954) | |
Balance |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of black-scholes merton models to estimate the fair value - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Derivative Liabilities (Details) - Schedule of black-scholes merton models to estimate the fair value [Line Items] | ||
Initial exercise price (in Dollars per share) | $ 9.91 | |
Stock price on valuation date (in Dollars per share) | $ 2.04 | |
Risk-free rate | 2.40% | |
Expected life of the Warrant to convert (years) | 2 years 8 months 23 days | |
Rounded annual volatility | 110% | |
Timing of liquidity event | Q4 2022 – Q1 2023 | |
Expected probability of event | 90% | |
Black-Scholes Merton [Member] | ||
Derivative Liabilities (Details) - Schedule of black-scholes merton models to estimate the fair value [Line Items] | ||
Initial exercise price (in Dollars per share) | $ 9.91 | |
Stock price on valuation date (in Dollars per share) | $ 1.68 | |
Risk-free rate | 4.13% | |
Expected life of the Warrant to convert (years) | 1 year 8 months 23 days | |
Rounded annual volatility | 175% | |
Timing of liquidity event | Q2 2023 | |
Expected probability of event | 90% |
Derivative Liabilities (Detai_4
Derivative Liabilities (Details) - Schedule of fair value of the series A preferred derivative liability | 3 Months Ended |
Mar. 31, 2022 USD ($) $ / shares | |
Derivative Liabilities (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | |
Initial exercise price (in Dollars per share) | $ 9.9 |
Risk-free rate | 2.40% |
Time to exercise (years) | 2 years 8 months 23 days |
Minimum [Member] | |
Derivative Liabilities (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | |
Stock price on valuation date (in Dollars per share) | $ 1.93 |
Risk-free rate | 1.03% |
Time to exercise (years) | 2 years 8 months 19 days |
Equity volatility | 70% |
Probability of volume failure | 93% |
Rounded 10-day average daily volume (in 1,000’s) (in Dollars) | $ | $ 332 |
Maximum [Member] | |
Derivative Liabilities (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | |
Stock price on valuation date (in Dollars per share) | $ 10.75 |
Risk-free rate | 2.40% |
Time to exercise (years) | 2 years 11 months 15 days |
Equity volatility | 90% |
Probability of volume failure | 99% |
Rounded 10-day average daily volume (in 1,000’s) (in Dollars) | $ | $ 873 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Apr. 20, 2023 | Mar. 20, 2023 | Feb. 24, 2023 | Feb. 03, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity (Details) [Line Items] | ||||||||
Common stock description | a result of the filing of the Certificate of Amendment, the Company is authorized to issue 750,500,000 shares, consisting of (i) 750,000,000 shares of common stock, par value $0.0001 per share, and (ii) 500,000 shares of preferred stock, par value of $0.0001 per share. | |||||||
Share price (in Dollars per share) | $ 2.04 | |||||||
Reverse stock-split description | (i) $0.182 ($6.37 post reverse stock split) | As a result of the Second Certificate of Amendment of our Certificate of Incorporation as discussed above, the number of our authorized shares is 750,500,000 which consist of 750,000,000 authorized shares of Common Stock and 500,000 authorized shares of preferred stock. The par value of our authorized stock remained unchanged at $0.0001. As of the date of these financial statements all references to our common stock have been retrospectively adjusted to reflect the one for thirty-five shares, unless otherwise noted. | ||||||
Common stock value (in Dollars) | $ 381,000 | |||||||
Shares issued | 21,322 | |||||||
Net value (in Dollars) | $ 134,000 | |||||||
Share issuances [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Shares issued | 721,462 | |||||||
Common stock value (in Dollars) | $ 565 | |||||||
Minimum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Authorized shares increase | 30,500,000 | |||||||
Shares increased | 30,000,000 | |||||||
Minimum [Member] | Reverse Stock-split [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Authorized shares increase | 30,500,000 | |||||||
Shares increased | 30,000,000 | |||||||
Outstanding shares increased | 979,846 | |||||||
Maximum [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Authorized shares increase | 750,500,000 | |||||||
Shares increased | 750,000,000 | |||||||
Maximum [Member] | Reverse Stock-split [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Authorized shares increase | 750,500,000 | |||||||
Shares increased | 750,000,000 | |||||||
Outstanding shares increased | 34,294,582 | |||||||
Series B Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Series B preferred stock outstanding | 190,786 | |||||||
Purchase price per share (in Dollars per share) | $ 0.01 | |||||||
Series C Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Purchase price per share (in Dollars per share) | $ 27 | |||||||
Share price (in Dollars per share) | $ 50,000 | |||||||
Series A Preferred Stock [Member] | ||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||
Share price (in Dollars per share) | $ 4,027 | |||||||
Shares issued | 1,973,000 | |||||||
Shares issued | 3,838 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based payments [Abstract] | ||
Operations and comprehensive loss | $ (121) | $ 1,065 |
Expenses | 80 | 41 |
Research and development expenses | 703 | $ 362 |
Total compensation cost | $ 524 | |
Realized over period | 2 years 6 months |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of stock option activity under the company’s stock option plans | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule Of Stock Option Activity Under The Company SStock Option Plans Abstract | |
Number of Shares Opening balance | shares | 19,332 |
Weighted Average Exercise Price share Opening balance | $ / shares | $ 229.36 |
Weighted Average Life (in years) Opening balance | 4 years 1 month 20 days |
Number of Shares Forfeited | shares | (1,765) |
Weighted Average Exercise Price Share Forfeited | $ / shares | $ 342.56 |
Weighted Average Life (in years) Forfeited | |
Number of Shares Ending balance outstanding | shares | 17,567 |
Weighted Average Exercise Price share Ending balance outstanding | $ / shares | $ 213.74 |
Weighted Average Life (in years) Ending balance outstanding | 3 years 10 months 9 days |
Number of Shares Ending balance, exercisable | shares | 11,804 |
Weighted Average Exercise Price Share Ending balance, exercisable | $ / shares | $ 242.97 |
Weighted Average Life (in years) Ending balance, exercisable | 3 years 11 months 12 days |
Segments (Details)
Segments (Details) | 3 Months Ended |
Mar. 31, 2023 | |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule of Diluted Loss Per Share Due to Being Anti Dilutive [Abstract] | ||
Warrants and stock options | 75,252 | 91,256 |
Series A Convertible Preferred stock | 151,829 | 277,655 |
Series C Convertible Preferred stock | 38,610 | |
Convertible debt | 1,587,500 | |
Total | 1,853,191 | 368,911 |
Financial Instruments (Details)
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 | Mar. 31, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant liability | $ (65) | $ (374) |
Total fair value | (65) | (374) |
Level 1 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Total fair value | ||
Level 2 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Total fair value | ||
Level 3 [Member] | ||
Liabilities: | ||
Warrant liability | (65) | (374) |
Total fair value | $ (65) | $ (374) |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Impairment charge | $ 14,000 |
Tax benefit | $ 1,227 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 01, 2023 | Apr. 28, 2023 | Sep. 30, 2022 | Sep. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 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 | |||||||
Milestone payments | $ 1,500 | |||||||
Paid amount | $ 100 | |||||||
Current milestone payable | $ 1,500 | |||||||
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 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). As of the date of this quarterly report, the $900 remains unpaid, however, management is currently in discussions with Eisai to extend the terms of payment. | |||||||
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 | |||||||
Stockholders’ equity | $ 10,000 | $ 8,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
May 11, 2023 | Apr. 20, 2023 | Apr. 19, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Feb. 28, 2023 | |
Subsequent Events (Details) [Line Items] | ||||||
Purchase shares of common stock | 50,000 | |||||
Warrant is exercisable share | one | |||||
Exercise price (in Dollars per share) | $ 0.001 | |||||
Cash fee percentage | 7% | |||||
Offering cost (in Dollars) | $ 150 | |||||
Cash payament (in Dollars) | $ 3,348 | |||||
Redemption Shares | 1,550 | |||||
Purchase price (in Dollars) | $ 1,652 | |||||
Common Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 0.85 | |||||
Pre-Funded Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Exercise price (in Dollars per share) | $ 0.001 | |||||
Series A Preferred Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase shares of common stock | 9,748 | |||||
Conversion shares | 1,973,000 | |||||
Purchase and sale shares | 20,000 | |||||
Series C Preferred Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase and sale shares | 50,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Aggregate of shares common stock | 2,869,330 | |||||
Purchase shares of common stock | 50,000 | |||||
Price per share (in Dollars per share) | $ 0.75 | |||||
Aggregate gross proceeds (in Dollars) | $ 7,500 | |||||
Exercise price per share (in Dollars per share) | $ 0.001 | |||||
Shares issued | 7,954,880 | |||||
Loan amount (in Dollars) | $ 350 | |||||
Exchange agreement description | On April 20, 2023, the Company entered into a certain Modification and Exchange Agreement (the “Exchange Agreement”) with 3i pursuant to which the parties agreed to, among other things, subject to the Offering Closing, (i) amend the Certificate of Designations for the Series A Convertible Preferred Stock (the “Amended COD”), which among other things, eliminates the Series A Preferred Stock redemption right and dividend (except for certain exceptions as specified in the Amended COD), and provides for the conversion of Series A Preferred Stock into Common Stock at a conversion price of $0.75 which is equal to the price for a share of Common Stock sold in the Offering, (ii) exchange 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficially owned by 3i for 4,027 shares of Series A Preferred Stock (the “Exchange Shares”), (iii) exchange a warrant to purchase common stock issued on December 20, 2021 to 3i (the “Original Warrant”) for a new warrant (the “Exchange Warrant”), which reflects an exercise price of $0.75 (the “New Exercise Price”) and represents a right to acquire 12,603,385 shares of Common Stock (the “New Warrant Shares”). | |||||
Aggregate principal amount (in Dollars) | $ 3,000 | |||||
Subsequent Event [Member] | Pre-Funded Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase shares of common stock | 7,130,670 | |||||
Subsequent Event [Member] | Common Warrants [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Purchase shares of common stock | 10,000,000 | |||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||
Subsequent Events (Details) [Line Items] | ||||||
Common stock valued (in Dollars) | $ 1,334 | |||||
Conversion shares | 7,520 | 486 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of pro forma unaudited condensed consolidated balance sheet $ in Thousands | Mar. 31, 2023 USD ($) |
Actual [Member] | |
ASSETS | |
Cash | $ 295 |
Total other current assets | 2,671 |
Total non-current assets | 9,736 |
Total assets | 12,702 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
Total current liabilities | 11,588 |
Total non-current liabilities | 1,453 |
Total liabilities | 13,041 |
Total Redeemable preferred stock | 2,763 |
Shareholders equity (deficit) | |
Total Redeemable preferred stock | |
Additional paid-in capital | 83,437 |
Accumulated other comprehensive loss | (637) |
Accumulated deficit | (85,902) |
Total Stockholders’ (deficit) equity | (3,102) |
Total liabilities and stockholders’ equity (deficit) | 12,702 |
Pro Forma [Member] | |
ASSETS | |
Cash | 2,810 |
Total other current assets | 2,671 |
Total non-current assets | 9,736 |
Total assets | 15,217 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
Total current liabilities | 8,523 |
Total non-current liabilities | 1,453 |
Total liabilities | 9,976 |
Total Redeemable preferred stock | |
Shareholders equity (deficit) | |
Total Redeemable preferred stock | 2,202 |
Additional paid-in capital | 89,578 |
Accumulated other comprehensive loss | (637) |
Accumulated deficit | (85,902) |
Total Stockholders’ (deficit) equity | 5,241 |
Total liabilities and stockholders’ equity (deficit) | $ 15,217 |