Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 10, 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 | 2,728,823 | |
Amendment Flag | false | |
Entity Central Index Key | 0001860657 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 420 | $ 2,029 |
Other current assets | 1,495 | 1,559 |
Prepaid expenses | 220 | 591 |
Tax credit receivable | 1,551 | 789 |
Total current assets | 3,686 | 4,968 |
Non-current assets: | ||
Property, plant and equipment, net | 26 | 21 |
Operating lease right of use assets | 6 | |
Intangible assets | 9,714 | 9,549 |
Total assets | 13,426 | 14,544 |
Current liabilities: | ||
Accounts payable | 8,089 | 6,251 |
Accrued liabilities | 1,921 | 1,904 |
Income taxes payable | 36 | 41 |
Operating lease liabilities, current | 8 | |
Warrant liability | 1,129 | |
Derivative warrant liability | 1,143 | 374 |
Promissory note | 350 | |
Convertible debt and accrued interest, net of debt discount | 2,644 | |
Total current liabilities | 12,668 | 11,222 |
Non-current liabilities: | ||
Convertible promissory note and accrued interest, net of debt discount | 1,138 | 1,083 |
Deferred tax | 343 | 349 |
Total liabilities | 14,149 | 12,654 |
Commitments and contingencies (Note 16) | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Total redeemable preferred stock | 2,003 | |
Stockholders’ (deficit) equity | ||
Series A Preferred stock $0.0001 par value (20,000 shares designated) shares issued and outstanding at June 30, 2023 and December 31, 2022 were 6,047 and 13,586 respectively (liquidation preference of $75 at June 30, 2023) | 5,637 | |
Common Stock, $0.0001 par value (750,000,000 and30,000,000 shares authorized, at June 30, 2023 and December 31, 2022, respectively); shares issued and outstanding at June 30, 2023 and December 31, 2022 were 503,600 and 454,225, respectively | ||
Additional paid-in capital | 82,588 | 83,158 |
Accumulated other comprehensive loss | (666) | (721) |
Accumulated deficit | (88,282) | (82,550) |
Total stockholders’ deficit | (723) | (113) |
Total liabilities, preferred stock and stockholders’ (deficit) equity | 13,426 | 14,544 |
Series A Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value | 2,001 | |
Series B Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value | 2 | |
Series C Convertible Preferred Stock | ||
Redeemable preferred stock (500,000 shares authorized) | ||
Convertible Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Series A preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Series A preferred stock shares designated | 20,000 | 20,000 |
Series A preferred stock shares issued | 6,047 | 13,586 |
Series A preferred stock shares outstanding | 6,047 | 13,586 |
Series A preferred stock liquidation preference (in Dollars) | $ 75 | |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 30,000,000 |
Common stock, shares issued | 503,600 | 454,225 |
Common stock, shares outstanding | 503,600 | 454,225 |
Series A 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 | 6,047 | 13,586 |
Preferred stock shares outstanding | 6,047 | 13,586 |
Preferred stock liquidation preference (in Dollars) | $ 75 | |
Common stock, shares issued | 250,000 | |
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 | ||
Preferred stock shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
Research and development | $ 1,105 | $ 1,696 | $ 2,532 | $ 2,985 |
Impairment of intangible assets | 14,007 | |||
General and administrative | 3,051 | 3,146 | 5,292 | 6,159 |
Total operating expenses | 4,156 | 4,842 | 7,824 | 23,151 |
Loss from operations | (4,156) | (4,842) | (7,824) | (23,151) |
Other income (expenses) | ||||
Income from sale of IP | 1,780 | |||
Interest income | 3 | 5 | 7 | 5 |
Interest expense | (142) | (33) | (234) | (72) |
Loss on investment | (34) | (70) | ||
Foreign exchange gains (losses) | (26) | (269) | 69 | (538) |
Change in fair value adjustment of derivative and warrant liabilities | 1,941 | 874 | 2,250 | 13,440 |
Penalty on Series A Preferred Stock liability | (800) | (800) | ||
Net other income (loss) | 1,776 | (257) | 2,092 | 13,745 |
Net loss for the period before tax expense | (2,380) | (5,099) | (5,732) | (9,406) |
Income tax benefit (expense) | (4) | 1,223 | ||
Net loss | (2,380) | (5,103) | (5,732) | (8,183) |
Deemed dividend on Series C Preferred Stock | (119) | (123) | ||
Deemed dividends on Series A Preferred Stock | (7,287) | (7,287) | (1,572) | |
Cash paid on converted Series A Preferred Stock | (1,377) | (1,511) | ||
Net loss attributable to common stockholders | $ (9,786) | $ (6,480) | $ (13,142) | $ (11,266) |
Basic net loss per common stock (in Dollars per share) | $ (26.28) | $ (53.9) | $ (66.82) | $ (97.63) |
Weighted-average number of common stock outstanding, Basic (in Shares) | 372,414 | 120,223 | 196,677 | 115,394 |
Other comprehensive loss, net of tax: | ||||
Net loss | $ (2,380) | $ (5,103) | $ (5,732) | $ (8,183) |
Change in cumulative translation adjustment | (29) | (414) | 55 | (628) |
Comprehensive loss attributable to common stockholders | $ (2,409) | $ (5,517) | $ (5,677) | $ (8,811) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Diluted net loss per common stock (in Dollars per share) | $ (26.28) | $ (53.90) | $ (66.82) | $ (97.63) |
Weighted-average number of common stock outstanding, Diluted (in Shares) | 372,414 | 120,223 | 196,677 | 115,394 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Series A Preferred Stock | Series B Preferred Stock | Series C Convertible Preferred Stock | Series A Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total |
Balance at Dec. 31, 2021 | $ 632 | $ 85,244 | $ (600) | $ (66,492) | $ 18,152 | ||||
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 5,783 | |||||||
Conversion of Preferred Stock into common stock, net | $ (62) | 381 | 381 | ||||||
Conversion of Preferred Stock into common stock, net (in Shares) | (1,973) | 533 | |||||||
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 | 85,118 | (814) | (69,572) | 14,732 | ||||
Balance (in Shares) at Mar. 31, 2022 | 17,827 | 6,316 | |||||||
Balance at Dec. 31, 2021 | $ 632 | 85,244 | (600) | (66,492) | $ 18,152 | ||||
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 5,783 | |||||||
Conversion of Preferred Stock into common stock, net (in Shares) | 9,276,923 | ||||||||
Loss for the period | $ (8,183) | ||||||||
Balance at Jun. 30, 2022 | $ 2,116 | 83,869 | (1,228) | (74,675) | 7,966 | ||||
Balance (in Shares) at Jun. 30, 2022 | 17,018 | 6,631 | |||||||
Balance at Mar. 31, 2022 | $ 2,142 | 85,118 | (814) | (69,572) | 14,732 | ||||
Balance (in Shares) at Mar. 31, 2022 | 17,827 | 6,316 | |||||||
Conversion of Preferred Stock into common stock, net | $ (26) | 26 | $ 26 | ||||||
Conversion of Preferred Stock into common stock, net (in Shares) | (809) | 315 | 9,276,923 | ||||||
Floor price liability | (1,377) | $ (1,377) | |||||||
Reclassification of derivative liabilities related to converted preferred stock | 161 | 161 | |||||||
Stock based compensation | (59) | (59) | |||||||
Currency translation adjustment | (414) | (414) | |||||||
Loss for the period | (5,103) | (5,103) | |||||||
Balance at Jun. 30, 2022 | $ 2,116 | 83,869 | (1,228) | (74,675) | 7,966 | ||||
Balance (in Shares) at Jun. 30, 2022 | 17,018 | 6,631 | |||||||
Balance at Dec. 31, 2022 | $ 2,001 | $ 2 | $ 11,356 | 83,158 | (721) | (82,550) | (113) | ||
Balance (in Shares) at Dec. 31, 2022 | 13,586 | 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 | 318 | ||||||||
Conversion of Series A Preferred Stock into common stock | $ (565) | 18,036 | 565 | 565 | |||||
Conversion of Series A Preferred Stock into common stock (in Shares) | (3,838) | ||||||||
Redemption of Series B Preferred Stock | $ (2) | 2 | 2 | ||||||
Redemption of Series B Preferred Stock (in Shares) | (190,786) | ||||||||
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 | 29,710 | 83,437 | (637) | (85,902) | (3,102) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,748 | 50,000 | |||||||
Balance at Dec. 31, 2022 | $ 2,001 | $ 2 | 11,356 | 83,158 | (721) | (82,550) | $ (113) | ||
Balance (in Shares) at Dec. 31, 2022 | 13,586 | 190,786 | |||||||
Conversion of Preferred Stock into common stock, net (in Shares) | 816,345 | ||||||||
Loss for the period | $ (5,732) | ||||||||
Balance at Jun. 30, 2023 | $ 5,637 | 82,588 | (666) | (88,282) | (723) | ||||
Balance (in Shares) at Jun. 30, 2023 | 6,047 | 503,600 | |||||||
Balance at Mar. 31, 2023 | $ 1,436 | $ 1,327 | $ 29,710 | 83,437 | (637) | (85,902) | (3,102) | ||
Balance (in Shares) at Mar. 31, 2023 | 9,748 | 50,000 | |||||||
Issuance of common stock, net, April 2023 Financing | 6,815 | 6,815 | |||||||
Issuance of common stock, net, April 2023 Financing (in Shares) | 250,000 | ||||||||
Fair value of April Warrants allocated to liabilities, net of financing costs | (3,772) | (3,772) | |||||||
Deemed dividends on Series C Preferred Stock | $ 119 | (119) | (119) | ||||||
Deemed dividends on Series C Preferred Stock (in Shares) | |||||||||
Elimination of Series A redemption rights | $ (624) | $ 3,952 | (3,328) | 624 | |||||
Elimination of Series A redemption rights (in Shares) | (4,239) | 4,239 | |||||||
Issuance of Series A Preferred Stock as repayment of debt | $ 453 | 453 | |||||||
Issuance of Series A Preferred Stock as repayment of debt (in Shares) | 486 | ||||||||
Redemption of Series A Preferred Stock for cancellation of debt | $ (1,445) | (207) | (1,652) | ||||||
Redemption of Series A Preferred Stock for cancellation of debt (in Shares) | (1,550) | ||||||||
Exchange of Series C Preferred stock for Series A Preferred stock | $ (1,446) | $ 5,199 | (3,752) | $ 1,447 | |||||
Exchange of Series C Preferred stock for Series A Preferred stock (in Shares) | (50,000) | 5,577 | |||||||
Conversion of Preferred Stock into common stock, net (in Shares) | 816,345 | ||||||||
Round up of common shares issued as a result (in Shares) | 33 | ||||||||
Conversion of Series A Preferred Stock into common stock | $ (812) | $ (2,522) | 3,334 | $ 812 | |||||
Conversion of Series A Preferred Stock into common stock (in Shares) | (5,509) | (2,705) | 223,857 | ||||||
Stock based compensation | 180 | 180 | |||||||
Stock based compensation (in Shares) | |||||||||
Currency translation adjustment | (29) | (29) | |||||||
Currency translation adjustment (in Shares) | |||||||||
Loss for the period | (2,380) | (2,380) | |||||||
Balance at Jun. 30, 2023 | $ 5,637 | $ 82,588 | $ (666) | $ (88,282) | $ (723) | ||||
Balance (in Shares) at Jun. 30, 2023 | 6,047 | 503,600 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Deficit) (Unaudited) (Parentheticals) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Deemed dividend percentage | 8% | |
Accumulated Other Comprehensive Loss | ||
Deemed dividend percentage | 5% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (5,732) | $ (8,183) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on the sale of IP | (1,780) | |
Penalty on Series A Preferred stock liability | 800 | |
Depreciation and amortization | 19 | 47 |
Intangible asset impairment | 14,007 | |
Stock-based compensation | 59 | 1,006 |
Unrealized foreign exchange (gain) loss | (59) | 538 |
Non-cash financing cost | 376 | |
Non-cash interest | 200 | 52 |
Loss on investment | 70 | |
Change in fair value adjustment of warrant and derivative liabilities | (2,250) | (13,440) |
Deferred income taxes | (1,223) | |
Changes in operating assets and liabilities: | ||
Other current assets | (26) | 355 |
Tax credit receivable | (762) | (593) |
Prepaid expenses | 371 | (887) |
Accounts payable | 1,838 | 5,175 |
Accrued liabilities | 282 | (5,820) |
Income taxes payable | (5) | (34) |
Operating lease liability | (8) | (53) |
Net cash used in operating activities | (5,697) | (9,963) |
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) | |
Proceeds from 3i promissory notes | 1,050 | |
Net proceeds from common stock and pre-funded warrant issuance | 6,815 | |
Repayment of 3i debt and promissory notes | (3,348) | |
Redemption of Series A Preferred Stock | (1,652) | |
Cash paid in connection with conversion of Series A Preferred Stock | (1,511) | |
Penalty on Series A Preferred Stock liability | (800) | |
Net cash provided by (used in) financing activities | 4,023 | (2,311) |
Net decrease in cash | (1,674) | (11,465) |
Effect of exchange rate changes on cash | 65 | (413) |
Cash, beginning of period | 2,029 | 19,555 |
Cash, end of period | 420 | 7,677 |
Supplemental information | ||
Cash paid for income taxes | 6 | 1 |
Cash paid for interest | 79 | 20 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offset of payable against receivable from sale of IP | 971 | |
Conversion of Series A Redeemable Preferred Stock to equity | 3,334 | 701 |
Issuance of 5,577 Series A Preferred Stock in Exchange for Series C Preferred Stock | 5,199 | |
Issuance of Series A Preferred Stock to extinguish $350 3i Promissory Note | 453 | |
Deemed dividend on elimination of Series A redemption rights | 3,328 | |
Deemed dividend on exchange of Series C Preferred stock for Series A Preferred stock | 3,752 | |
Deemed dividend on redemption of Series A Preferred Stock | 207 | |
Deemed dividends on Series A Preferred Stock | 1,572 | |
Deemed dividend on Series C Convertible Preferred Stock, and accretion of Series C Preferred shares to redemption value | $ 123 |
Organization, Principal Activit
Organization, Principal Activities, and Basis of Presentation | 6 Months Ended |
Jun. 30, 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 June 28, 2023, and on March 24, 2023 the Company effected a 1-for-40 reverse stock split and a 1-for-35 reverse stock split respectively of the shares of common stock of the Company (collectively, the “Reverse Stock Splits”). 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 both of the Reverse Stock Splits. See Note 10(a). (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 reclassification 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 the 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 $88.3 million as of June 30, 2023. As of June 30, 2023, our cash of $420 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 July 10, 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 $11 million, before deducting placement agents’ fees and offering expenses payable, of which approximately $5.3 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, which resulted in net proceeds of approximately $4.7 million. See Note 18(a). Considering the Company’s cash position as of August 8, 2023, of approximately $1.6 million, 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 and six months ended June 30, 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 year ended December 31, 2022, 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 | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2023, and 2022, the Company recorded accumulated foreign currency translation losses of ($29) and ($414) respectively. During the six months ended June 30, 2023 and 2022, the Company recorded accumulated foreign currency translation gains / (losses) of $55 and ($628) 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) Reclassification During the three and six months ended June 30, 2023, we have reclassified financing costs of $378 and $387 respectively from other income and expenses to general and administrative expenses with no net impact upon our operating results or cash flows for either the current or prior periods. (i) 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 | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
Other Current Assets | 3. Other Current Assets The Company’s other current assets are comprised of the following: June 30, December 31, Deposits $ 57 $ 51 Salary deposit 82 85 Value added tax (“VAT”) receivable 52 82 Deferred manufacturing costs 718 — Deferred consulting costs — 81 Deferred Directors & Officers insurance expense 586 1,260 $ 1,495 $ 1,559 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets [Abstract] | |
Intangible assets | 4. Intangible assets During the six-month period ended June 30, 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 June 30, 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 six month period ended June 30, 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 $9,714 and $9,549 on June 30, 2023, and December 31, 2022, respectively. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities [Abstract] | |
Accrued liabilities | 5. Accrued liabilities The Company’s accrued liabilities are comprised of the following: June 30, December 31, Development cost liabilities (Notes 16(a) and (b)) $ 1,256 $ 964 Accrued consulting fees 300 — Payroll accruals 177 221 Accrued Board member fees 43 91 Accrued audit and legal 100 239 Other 45 389 $ 1,921 $ 1,904 |
Convertible Promissory Note and
Convertible Promissory Note and Accrued Interest, Net | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Note and Accrued Interest, Net [Abstract] | |
Convertible promissory note and accrued interest, net | 6. 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 six-month periods ended June 30, 2023, and 2022, the Company recorded $55 and $52, respectively to interest expense and increased the convertible promissory note liability by the same amount. The roll forward of the Promissory Note as of June 30, 2023, and December 31, 2022, is as follows: June 30, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (162 ) (215 ) Plus, accretion of debt discount, interest expense 25 53 Convertible promissory note, net of discount 863 838 Interest accretion, opening 245 194 Interest accrual, expense 30 51 Convertible promissory note – net, ending balance $ 1,138 $ 1,083 |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Debt [Abstract] | |
Convertible debt | 7. 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; (2) a Note in the principal amount of $350 in exchange for cash; and (3)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). 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 June 30, 2023, interest expense totaled $43, comprised of $33 for contractual interest and $10 for the amortization of the debt discount. On April 19, 2023, 3i, provided the Company with a loan for $350, which was evidenced by a Secured Promissory Note dated April 19, 2023 (the “April Note”), which required a mandatory conversion of the principal into 486 shares of Series A Preferred Stock (the “Note Conversion Shares”) subject to and upon the closing of public offering of 71,734 shares of Common Stock and 71,734 common stock purchase warrants, each exercisable for one share of Common Stock, at a combined public offering price of $30.00, and 178,267 pre-funded warrants, each exercisable for one share of Common Stock, and 178,267 common stock purchase warrants, each exercisable for one share of common stock only (the common stock purchase warrants sold in the public offing hereinafter referred to as the “April 2023 Common Warrants”) at a combined public offering price of $30.00 less the $0.001 for the pre-funded warrants, for aggregate gross proceeds of approximately $7.5 million, before deducting placement agents fees and offering expenses payable by the Company (the “April Offering”) which occurred on April 21, 2023 (“April Offering Closing”). Upon the April 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 Cancellation of Debt Agreement with 3i, which became effective as of the April Offering Closing. Upon the 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 April Offering. On June 29, 2023, the Company entered into a Secured Note Purchase Agreement with 3i, (the “June 2023 Purchase Agreement”), pursuant to which, on June 30, 2023, 3i purchased a secured promissory note for a principal amount of $350 (the “3i June Promissory Note”). Such note matures on July 31, 2023, and carries an interest rate of 5% per annum, and is secured by all of the Company’s assets pursuant to that certain security agreement dated June 29, 2023 (the “Security Agreement”). Under the 3i June Promissory Note, the outstanding obligations thereunder, including accrued interest will be paid in full from the gross proceeds of our July Offering (as defined in Note 18(a)); provided, however, that if the gross proceeds from the July Offering are insufficient to settle the payment of the outstanding principal balance of the 3i June Promissory Note, together with all accrued interest thereon, in full, then the Company will instead be obligated to convert all of the unpaid principal balance of the note, together with all accrued interest thereon, into 486 shares of Series A Preferred Stock (the “Repayment Shares”). In connection with the Repayment Shares, the June 2023 Purchase Agreement provides that if the closing sale price of the shares of Common Stock of the trading day immediately prior to the execution of the June 2023 Purchase Agreement (the “Current Closing Price”) is lower than the initial conversion price of $30.00 as set forth in the Series A Certificate of Designation (“COD”), then the conversion price of Series A Preferred Stock will be reduced to the Current Closing Price, pursuant to the voluntary adjustment provision of Section 8 of the Series A COD (“Downward Adjustment to Conversion Price”) and the Company agreed to file a second certificate of amendment to the Series A COD with the Delaware Secretary of State to amend the Series A COD to reflect the Downward Adjustment to Conversion Price (“Second Certificate of Amendment”). Based on the closing price of the shares of Common Stock on June 28, 2023, the Downward Adjustment to Conversion Price is equal to $8.00 per share. As contemplated by the June 2023 Purchase Agreement, the Company filed the Second Certificate of Amendment with the Delaware Secretary of State on June 30, 2023. From the proceeds of the July Offering, on July 10, 2023, the Company redeemed the 3i June Promissory Note for $351 in cash. The roll forward of the Notes as of June 30, 2023, and December 31, 2022, is as follows: June 30, December 31, Secured promissory notes $ 2,667 $ 2,667 Less debt discount, opening (32 ) (35 ) Plus, accretion of debt discount, interest expense 9 2 Carrying value of the Notes 2,644 2,634 Interest accretion, opening 10 — Interest accrual, expense 33 10 $ 2,687 $ 2,644 Less: repayment (2,687 ) — Plus: June 2023 Promissory Note proceeds 350 — Secured promissory note, ending balance $ 350 $ 2,644 |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2023 | |
Preferred Stock [Abstract] | |
Preferred Stock | 8. Preferred Stock A. Series A Preferred Stock and Common Stock Purchase Warrants (a) Amendments to Series A Preferred Stock i. Voting Rights and Amendments to Series A Certificate of Designation 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 expired on February 28, 2023, and thereafter holders of preferred stock shall not have voting rights except as required by law. 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 provides 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 April Offering, $30.00 per share, and based on a stated value of $1,080 per share. As a result of the Amended and Restated Series A COD, the Company determined that the Series A Preferred Stock met the definition of equity and reclassified it from mezzanine equity. On May 30, 2023, the Company filed an amendment to the Amended and Restated Certificate of Designations for the Series A Preferred Stock with the Delaware Secretary of State (the “Amended COD”) to amend the voting rights of the Series A Preferred Stock which among other things provided additional voting rights to the Series A Preferred Stock. Under the Amended COD, holders of the Series A Preferred Stock have the following voting rights: (1) holders of the Series A Preferred Stock have a right to vote on all matters presented at the Special Meeting together with the Common Stock as a single class on an “as converted” basis using the conversion price of $30.00 and based on stated value of $1,080 subject to a beneficial ownership limitation of 9.99%, and (2), in addition, holders of Series A Preferred Stock have granted the Board the right to vote, solely for the purpose of satisfying quorum and casting the votes necessary to adopt a reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split Proposal”) and to adjourn any meeting of stockholders called for the purpose of voting on reverse stock split (the “Adjournment Proposal”) under Delaware law, that will “mirror” the votes cast by the holders of shares of Common Stock and Series A Preferred Stock, voting together as a single class, with respect to the Reverse Stock Split Proposal and the Adjournment Proposal. The number of votes per each share of Series A Preferred Stock that may be voted by the Board shall be equal to the quotient of (x) the sum of (1) the original aggregated stated value of the Series A Preferred Stock when originally issued on December 20, 2021 (calculated based on the original stated value of $1,000 of the Series A Preferred Stock multiplied by 20,000 shares of Series A Preferred Stock) and (2) $1,200,000, which represents the purchase price of the Series C Preferred Stock when originally issued; divided by (y) the conversion price of $30.00. If the Board decides to cast the vote, it must vote all votes created by the Amended COD in the same manner and proportion as votes cast by the holders of Common Stock and Series A Preferred Stock, voting as single class. The Series A Preferred Stock voting rights granted to the holders thereof relating to the Reverse Stock Split Proposal and the Adjournment Proposal 2 expired automatically on July 31, 2023. In addition, among other things, the Reverse Stock Split Proposal, the effectuation of the June Reverse Stock Split, and the amendment to the Company’s Certificate of Incorporation, are subject to the consent by the holders of a majority of the then outstanding shares of Series A Preferred Stock. Such consent was received on June 27, 2023. The Series A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into Common Stock immediately prior to the date of such payment, and will be entitled to convert into shares of Common Stock at an initial fixed conversion price of $30.00 per share, subject to a beneficial ownership limitation of 9.99%. If certain defined “triggering events” defined in the Series A COD, as amended and restated and further amended, occur, or our failure to convert the Series A Preferred Stock into Common Stock when a conversion right is exercised, failure to issue our Common Stock when the Exchange Warrant is exercised, failure to declare and pay to any holder any dividend on any dividend date, then we may be required to pay a dividend on the stated value on the Series A Preferred Stock in the amount of 18% per annum, but paid quarterly in cash, so long as the triggering event is continuing. On June 6, 2023, 3i and Company entered into the 3i Waiver Agreement pursuant to which 3i agreed to waive certain rights granted under a Series A Preferred Stock securities purchase agreement dated December 20, 2021, the Exchange Agreement and the securities purchase agreement related to the April Offering in exchange for (i) amending the conversion price of the Series A Preferred Stock to equal the public offering price of the shares of Common Stock in the July Offering if the public offering price of the shares of Common Stock in the July Offering is lower than the then-current conversion price of the Series A Preferred Stock; (ii) participating in the July Offering, at its option, under the same terms and conditions as other investors, of which proceeds from 3i, LP’s participation were agreed to be used to redeem a portion of the shares of Series A Preferred Stock 3i, received from the Exchange Agreement; and (iii) (1) the repricing of the exercise price of the April 2023 Common Warrants to the exercise price of the common warrants offered in July Offering if the exercise price of the common warrant is lower than the then-current April 2023 Common Warrant exercise price; and (2) extending the termination date of the April 2023 Common Warrants to the date of termination of the common warrants offered in the July Offering. 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. 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 April 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 April Offering, (ii) exchange 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficially owned by 3i for 5,577 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 $30.00 (the “New Exercise Price”) and represents a right to acquire 315,085 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, on April 21, 2023, the Amended COD was filed with the Delaware Secretary of State. (See Note 17(c).) In addition, the Company entered into a Cancellation of Debt Agreement dated April 20, 2023 as described in Note 7. 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 April Offering. The Company also entered into the First Amendment to the Registration Rights Agreement dated May 20, 2023 (the “RRA”), which became effective upon the April Offering Closing, to amend certain defined terms under the RRA to include the Exchange Shares, the New Warrant Shares and the Note Conversion Shares. (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. As a result of the Company’s delay in filing its periodic reports with the SEC in 2022, a “triggering event” under Section 5(a)(ii) of the Original Series A COD, occurred on or about April 29, 2022, and because of the delay the Company was obligated to pay (i) registration delay payments under the RRA, (ii) additional amounts under the Original Series A COD, and (iii) legal fees incurred in the preparation of the Forbearance Agreement and Waiver to 3i in an aggregate amount of $539 which was paid pursuant to that certain Forbearance Agreement and Waiver with 3i. 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 Exchange Agreement, the PIPE Warrant was exchanged for an Exchange Warrant representing a right to acquire 315,085 shares of Common Stock, exercisable at $30.00 per share. The number of shares exercisable under the Exchange Warrant and the exercise price was subsequently adjusted in July 2023. See Note 17(c). (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 9(b). Subsequent to December 9, 2022, because of the agreed conversion price adjustment (see Note 8.A(a)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. Additionally, because the Series A redemption terms were amended to be entirely within the Company’s control, they have now been classified as permanent equity. Management has fair valued the Series A Preferred Stock prior to and after its modification and because the change in fair value was greater than 10%, has made a policy election to treat the amendment as an extinguishment. Accordingly, the difference in fair value has been recorded as a deemed dividend and reduction in additional paid in capital. As of April 21, 2023, the Company used the Black-Scholes option pricing model to determine the fair value of the 4,239 Series A Preferred shares outstanding at $3,952 versus their carrying value of $624. Accordingly, the Company has recorded a deemed dividend of $3,328 as at April 21, 2023. The Company used the Black-Scholes option pricing model to determine the fair values using the following inputs: Original Debt Settled Series C Preferred Shares Exchanged Number of shares valued 4,239 5,577 486 Stock Price at April 21, 2023 post 40 to 1 split $ 20.40 $ 20.40 $ 20.40 Exercise price $ 30.00 $ 30.00 $ 30.00 Risk fee rate 5.1 % 5.1 % 5.1 % Dividend 0 % 0 % 0 % Expected liquidity event September 15, 2023 September 15, 2023 September 15, 2023 Volatility 156 % 156 % 156 % ii. Modification to Conversion Price of Series A Preferred Stock On January 23, 2023, we and 3i 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. 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. Six month period ended June 30, 2023 During the six month period ended June 30, 2023, 3i exercised its option to convert 12,052 shares of Series A Preferred stock for 241,893 shares of common stock at the fair value of $3,899. As of June 30, 2023, we had 6,047 shares of Series A Preferred Stock issued and outstanding. See Note 17(b). ii. Six month period ended June 30, 2022 Between January 1, 2022, and June 30, 2022, a total of 2,782 Series A Preferred shares were converted into 855 shares of our common stock, thereby reducing outstanding Series A Preferred shares at June 30, 2022 to 17,018. The fair value of the derivative liability associated with the Series A Preferred Stock converted during the six month period ended June 30, 2022, as determined by Monte Carlo simulations, was $613. Because the latest four conversions in the six-month period ended June 30, 2022, were completed at less than the agreed floor price, we recorded a floor price liability of $1,511 and recognized a $1,511 reduction of additional paid in capital. The liability was paid in cash prior to June 30, 2022. Additionally, because the Company’s average daily dollar volume of stock trading was less than $2.5 million during a ten-day period in January 2022, the Company has recorded a one-time deemed dividend of 8% in the amount of $1,572 on preferred stock converted between February 1, 2022 and March 31, 2022 and the balance of Series A Preferred Stock outstanding as at March 31, 2022 as an increase to the value of the Series A Preferred Stock and a reduction of additional paid in capital. In addition, under the terms of the Registration Rights Agreement (“RRA”), during the period ended June 30, 2022, the Company has also paid 3i an additional $800 in Registration Delay Payments. The accounting for the Series A Preferred Stock and Warrants is illustrated in the table below: Consolidated Balance Sheets Consolidated Warrant liability Series A Series A Additional Fair value Balances at December 31, 2022 $ 374 $ 2,001 $ — $ (3,756 ) $ — Conversion of 3,838 Series A Preferred Stock, net — (565 ) — 575 — Fair value adjustment (309 ) — — — 309 Balances, March 31, 2023 65 1,436 — (3,181 ) 309 Conversion of 8,214 Series A Preferred Stock — (812 ) (2,522 ) 3,334 — Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 — (624 ) 3,952 (3,328 ) — Redemption of 1,550 Series A Preferred Stock — — (1,445 ) — — Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense — — 453 — — Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 — — 5,199 (3,959 ) — Fair value adjustment 1,078 — — — (1,078 ) Balances, June 30, 2023 $ 1,143 $ — $ 5,637 $ (7,134 ) $ (769 ) Consolidated Balance Sheets Consolidated Warrant Series A Series A Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 82 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 381 134 — 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 (1,109 ) 134 12,566 Conversion of 809 shares of Series A Preferred Stock — (161 ) (26 ) 187 — — Floor price adjustment on conversion of 809 shares of Series A Preferred Stock — — — (1,377 ) 1,377 — Cash payment of accrued liabilities — — — — (1,511 ) — Fair value adjustment (746 ) (128 ) — — — 874 Balances, June 30, 2022 $ 1,519 $ 2,882 $ 2,116 (2,299 ) — 13,440 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 dividends at 5% to redemption value of $1,446 on April 21, 2023, using the effective interest method. Effective April 21, 2023, all of the 50,000 shares of Series C Preferred stock were exchanged for 5,577 shares of Series A Preferred Stock at an agreed value of $1,652. The Company has treated the exchange of Series C Preferred Stock for Series A Preferred Stock as an extinguishment as there has been a fundamental change in the nature of the instrument and has applied the derecognition accounting model in ASC 260-10-S99-2. Accordingly, the Company has recognized the difference between (1) the fair value of the consideration transferred to the holders of the preferred shares of $5,200, and (2) the carrying amount of the preferred shares (net of issuance costs), of $1,240 as a deemed dividend of $3,959 that is deducted from additional paid in capital and subtracted from net income to arrive at income available to common stockholders in the calculation of loss per common share. The roll forward of the Series C Preferred Stock as of June 30, 2023, is as follows: June 30, Series C Preferred Stock, cash received $ 1,200 Less debt discount, opening (40 ) Plus, 5% dividend and accretion 286 1,446 Exchange of Series C Preferred stock for Series A Preferred stock (1,446 ) Series C Preferred Stock – net, ending balance $ — |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liabilities [Abstract] | |
Derivative Liabilities | 9. 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 six month period ended June 30, 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 in the six months ended June 30, 2023 769 — Balance as of June 30, 2023 $ 1,143 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 3.63 $ — (b) 3i Warrants – Valuation Inputs On June 30, 2023, and December 31, 2022, the Company utilized the reset strike options Type 2 model by Espen Garder Haug and Black-Scholes Merton models to estimate the fair value of the 3i Warrants to be approximately $1,143 and $374 respectively. The 3i Warrants were valued at June 30, 2023, and 2022, using the following inputs: June 30, December 31, Initial exercise price $ 30.00 $ 9.91 Stock price on valuation date $ 6.60 $ 0.29 Risk-free rate 5.02 % 4.33 % Expected life of the Warrant to convert (years) 1.48 1.97 Rounded annual volatility 187 % 131 % Timing of liquidity event Q3 - 2023 March 15,2023 Expected probability of event 10 % 100 % |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | 10. Stockholders’ Equity (a) Amendments to Certificate of Incorporation and Reverse Stock Splits 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 Third 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. 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 (“March Reverse Stock Split”). No fractional shares were issued in connection with the March Reverse Stock Split. If, as a result of the March Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share, each fractional share was rounded up to the next whole number. The March Reverse Stock Split resulted in a reduction of our outstanding shares of common stock from 34,294,582 to 979,846. 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. On June 23, 2023, we held a Special Meeting of Stockholders (the “Special Meeting”) for our stockholders of record of our outstanding shares of Common Stock and Series A Preferred Stock. At the Special Meeting, the stockholders of Common Stock and Series A Preferred Stock approved an amendment to our Certificate of Incorporation, to, at the discretion of the board, effect a reverse stock split with respect to our issued and outstanding Common Stock at a ratio between 1-for-15 and 1-for-50 (the “June Reverse Stock Split Proposal”). Upon stockholder approval, the Board of Directors determined a ratio of 1-for-40 for the reverse stock split (the “June Reverse Stock Split”). On June 28, 2023, Company filed a Fourth Certificate of Amendment of the Certificate of Incorporation to effect the June Reverse Stock Split on June 28 2023 (the “June Share Consolidation”). No fractional shares were issued in connection with the June Share Consolidation. If, as a result of the June 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 June Share Consolidation resulted in a reduction of our outstanding shares of Common Stock from 20,142,633 to approximately 503,566. 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 both the March Share Consolidation and the June Share Consolidation (the “Share Consolidations”), unless otherwise noted. (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 17(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 5,577 shares of Series A Preferred Stock. (d) Common Share, Pre-Funded Warrant and Common Share Purchase Warrant issuances During the three months ended June 30, 2023, the Company issued: i. 223,857 shares of common stock valued at $3,334 upon the conversion of 8,214 shares of Series A Preferred stock; and ii. 71,734 shares of our Common Stock and 71,734 common stock purchase warrants, each exercisable for one share of Common Stock, at a combined public offering price of $30.00, and 178,267 pre-funded warrants, each exercisable for one share of Common Stock, and 178,267 common stock purchase warrants, each exercisable for one share of common stock only (the common stock purchase warrants sold in the public offing hereinafter referred to as the “April 2023 Common Warrants”) at a combined public offering price of $30.00 less the $0.001 for the pre-funded warrants, for aggregate gross proceeds of approximately $7.5 million, before deducting placement agents fees and offering expenses payable by the Company, or the April Offering. The Common Stock, pre-funded warrant and April 2023 Common Warrants were sold pursuant to a securities purchase agreement with the purchaser signatory thereto or pursuant to the prospectus which was part of an effective registration statement on Form S-1 filed with the SEC. The Common Stock, pre-funded warrants and April 2023 Common Warrants are immediately separable and were issued separately in the offering. As of June 30, 2023, all pre-funded warrants from the April Offering have been exercised in exchange for 178,267 common shares. (e) April 2023 Common Warrants Subject to certain ownership limitations, the April 2023 Common Warrants are exercisable immediately from the date of issuance. The April 2023 Common Warrants have an exercise price of $34.00 per share and expire on the 5 year anniversary of the date of issuance, April 21, 2023, unless otherwise agreed upon by us and holder of the warrant. The exercise price of the April 2023 Common Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Company’s Common Stock. In the event of a fundamental transaction, as described in the April 2023 Common Warrants, each of the holders of the April 2023 Common Warrants will have the right to exercise its April 2023 Common 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 April 2023 Common Warrant. Additionally, in the event of a fundamental transaction within the Company’s control, as described in the April 2023 Common Warrants, each holder of the April 2023 Common Warrants will have the right to require the Company to repurchase the unexercised portion of its April 2023 Common 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 April 2023 Common Warrants will have the right to require the Company or a successor entity to redeem the unexercised portion of its April 2023 Common Warrant for the same consideration paid to the holders of the Company’s Common Stock in the fundamental transaction at the unexercised April 2023 Common Warrant’s fair value using a variant of the Black Scholes option pricing formula. Pursuant to a securities purchase agreement entered into with certain investors in the April Offering, we agreed that for a period of 90 days from the close of the April Offering, that we would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock or file a registration statement with the SEC to register our securities, subject to certain exceptions. The investors to the securities purchase agreement in the April Offering, excluding 3i, have agreed to waive that provision and permit the July offering of our Common Stock, pre-funded warrants and common warrants (“Offering Waiver”) in exchange for (i) the repricing of the exercise price of the April 2023 Common Warrant to the exercise price of the common warrant offered in the July Offering if the exercise price of the common warrant is lower than the then-current April 2023 Common Warrant exercise price; and (ii) extending the termination date of the April 2023 Common Warrant to the date of termination of the common warrants offered in the July Offering As a result of the July Offering, investors to the securities purchase agreement in the April Offering, excluding 3i, had the exercise price of their April 2023 Common Warrant reduced to $4.50 per share and the exercise period extended to on or around July 10, 2028. 3i and the Company entered into a separate limited waiver and amendment agreement, as discussed above. Management considered the April 2023 Common Warrants, which do not represent outstanding shares, and determined that the April 2023 Common Warrants contain certain contingent redemption features, outside of the Company’s control and at the election of the Holder, which may require the Company to repurchase the April 2023 Common Warrants or Warrant Shares in exchange for cash (i.e., puttable) in an amount as defined in the Warrant Agreements. The Company concluded that the April 2023 Common Warrants represent liabilities under ASC 480. Accordingly, the April 2023 Common Warrants have been recorded at their fair of $4,148 using the Black-Scholes option pricing model and as a reduction of additional paid in capital. Additionally, the total $679 cost of financing has been proportionately allocated to the warrant liability and finance costs in the amounts of $376 and $302 respectively; and the Company has revalued the April 2023 Common Warrant liability at $1,129 on June 30, 2023 using the Black-Scholes option pricing model. Consequently, the net value of the April 2023 Common Warrant liability at June 30, 2023 is $1,129. Inputs used in the Black-Scholes valuation model are as follows: June 30, April 21, Initial exercise price $ 34.00 $ 34.00 Stock price on valuation date $ 6.60 $ 20.40 Risk-free rate 4.2 % 3.70 % Term of Warrant (in years) 4.81 5.00 Rounded annual volatility 126 % 126 % During the three months ended June 30, 2022, the Company issued 441,005 shares of common stock valued at $190 gross and ($1,187) net of the $1,377 floor price adjustment paid in cash upon the conversion of 809 shares of Series A Preferred Stock. During the six months ended June 30, 2023, the Company issued 241,893 shares of common stock valued at $3,899 upon the conversion of 12,052 shares of Series A Preferred Stock; and 250,000 shares of Common Stock as a result of its April Public Offering of 71,734 common shares and the exercise of 178,267 pre-funded warrants, described above. During the six months ended June 30, 2022, the Company issued 855 shares of common stock valued at $705 gross and ($806) net of the $1,511 floor price adjustment paid in cash upon the conversion of 2,782 shares of Series A Preferred stock. |
Stock-Based Payments
Stock-Based Payments | 6 Months Ended |
Jun. 30, 2023 | |
Stock-Based Payments [Abstract] | |
Stock-based payments | 11. Stock-based payments During the three months ended June 30, 2023, the total stock-based payment expense recorded in the condensed consolidated statement of operations and comprehensive loss was $180 (2022 – recovery of $59) of which $59 and $121 are recognized as staffing expense recoveries in general and administrative and research and development expenses, respectively (2022: $20 and $39 as staffing expense recoveries in general and administrative expenses and research and development expenses, respectively). During the six months ended June 30, 2023, total stock-based expenses recognized in the condensed consolidated statement of operations and comprehensive loss were $59 (2022: $1,006) of which $20 and $39 are recognized as staffing expenses in general and administrative and research and development expenses, respectively (2022: $664 and $342 as staffing expenses in general and administrative expenses and research and development expenses respectively). A summary of stock option activity under the Company’s stock option plans during the six-month period ended June 30, 2023, is presented below: Options Outstanding Number of Shares Weighted Weighted Average Life (in years) Outstanding December 31, 2022 483 $ 9,174 4.14 Cancelled or expired (71 ) 13,702 — Outstanding as of June 30, 2023 412 $ 7,634 3.68 Options exercisable at June 30, 2023 292 $ 8,242 3.73 During the six month periods ended June 30, 2023 and 2022, no options were granted. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segments [Abstract] | |
Segments | 12. 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 | 6 Months Ended |
Jun. 30, 2023 | |
Loss Per Share of Common Stock [Abstract] | |
Loss per share of common stock | 13. Loss per share of common stock Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations because when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following: Three- and Six-month 2023 2022 Warrants and stock options 565,497 2,032,465 Series A Preferred Stock 816,345 9,276,923 1,381,842 11,309,388 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments [Abstract] | |
Financial Instruments | 14. 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 June 30, 2023, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (1,129 ) $ (1,129 ) Derivative warrant liability — $ — $ (1,143 ) $ (1,143 ) $ — $ — $ (2,272 ) $ (2,272 ) Fair Value Measurements as of December 31, 2022, Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative 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 six-month periods ended June 30, 2023, and 2022. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes [Abstract] | |
Income Taxes | 15. Income Taxes The effective tax rate for the three and six-month periods ended June 30, 2022 was impacted by unbenefited losses. Specifically, the impairment charge of approximately $14,007 recognized in the six months ended June 30, 2022, has resulted in a tax benefit of $1,223 in the six months ended June 30, 2022. There was no impact in the three and six month period ended June 30, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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. 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. As at June 30, 2023 the outstanding balance is $3,900. 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. We are in default under our license agreement with Novartis. We are currently in discussions with Novartis to restructure the payment terms of the Novartis license agreement. In April 2023 we paid Novartis $100 and on August 11, 2023, we paid Novartis $300. As of the date of this quarterly report, Novartis has not enforced its default notice, but no assurance can be given that it will not enforce the default notice in the future. (c) Stenoparib Exclusive License Agreement with Eisai Inc. The Company previously entered into an Exclusive License Agreement with Eisai effective July 12, 2022 (the “Exclusive License Agreement”). In consideration for extension of certain deadlines and payment obligations, the Company has entered into several amendments to the Exclusive License Agreement. On May 26, 2023, the Company and Eisai entered into a fourth amendment to the Exclusive License Agreement with an effective date of May 16, 2023, to postpone the extension payment, restructure the payment schedule and extend the deadline to complete enrollment in a further Phase 1b or Phase 2 Clinical Trial for the Stenoparib (the “Product”). The Company agreed to pay Eisai in periodic payments as follows: (i) one hundred thousand dollars ($100) which has been paid; (ii) fifty thousand dollars ($50) within ten (10) days of execution of the fourth amendment which has been paid; (iii) one hundred thousand dollars ($100) upon completion of a capital raise (paid on July 18, 2023); and (iv) eight hundred and fifty thousand dollars ($850) on or before March 1, 2024. The Company will 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 the Exclusive License 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 “2020 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 2020 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 and Appeal Hearing 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 “June 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 June 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 unless the Company appeals the Nasdaq Listing Qualifications staff’s decision. The Company filed a notice of appeal and on May 18, 2023, the Company presented its appeal before the Nasdaq hearings panel. Subsequent to the May 18, 2023 hearing, on May 23, 2023, we received notification from the Nasdaq Listing Qualifications staff that stated because we have not complied with Nasdaq Listing Rule 5450(a)(1) regarding a bid price of $1.00 by May 22, 2023, this non-compliance will be considered by the Nasdaq hearings panel as to whether our Common Stock should be delisted on The Nasdaq Stock Market LLC. We had until May 30, 2023, to present our view to the Nasdaq hearings panel and we provided additional information to the Nasdaq hearings panel by such date. On June 6, 2023, we received a letter from the Nasdaq hearings panel that granted the Company’s request for continued listing on the Nasdaq Stock Market LLC until July 1, 2023 and the Company’s transfer to The Nasdaq Capital Market, subject to the following conditions: (1) on or before July 1, 2023, the Company shall demonstrate compliance with Nasdaq Listing Rule 5450(b)(1) dealing with primary equity securities listed on the Global Market, and on or before July 1, 2023, the Company shall demonstrate compliance with Nasdaq Listing Rule 5450(a)(1) dealing with a minimum bid of $1.00 per share. The Nasdaq hearings panel reserves the right to reconsider its grant based on any event, condition or circumstance that exists or develops that would make continue listing of the Company’s securities on The Nasdaq Stock Market inadvisable or unwarranted. The Company intends to seek further clarification from the Nasdaq hearings panel as to the timing of meeting the conditions set forth in their letter. No assurance can be given that the Company will meet the conditions set forth in the Nasdaq hearings panel letter and that our shares of Common Stock will continue to be listed on The Nasdaq Stock Market LLC. On June 14, 2023, we received a clarification letter from Nasdaq granting the Company’s request for continued listing on The Nasdaq Capital Market and transfer to The Nasdaq Capital Market subject to the following: (1) on or before July 10, 2023, the Company will demonstrate compliance with Listing Rule 5550(a)(2); and (2) on or before July 14, 2023, the Company will demonstrate compliance with Listing Rule 5550(b). As further discussed below, on June 28, 2023, we received notification from Nasdaq Listing Qualifications that because we transferred to The Nasdaq Capital Market, we have regained compliance with Listing Rule 5550(a)(5) because our Market Value of Publicly Held Shares (“MVPHS”) has been $1,000,000 or greater for at least 10 consecutive business days. On July 14, 2023, the Company received a letter from Nasdaq confirming that the Company has regained compliance with the bid price and equity concerns, as required by the Nasdaq hearings panel decision dated June 6, 2023, as amended. Under the July 14, 2023, letter, the Company will be subject to a panel monitor for a period of one year from the July 14, 2023, letter pursuant to Nasdaq Listing Rule 5815(d)(4)(B). On August 3, 2023, we received a letter from Nasdaq confirming that based on the information regarding the appointment of Mr. Joseph Vazzano, Dr. Laura Benjamin, and Mr. Robert Oliver to the Company’s Board of Directors and the appointment of Mr. Vazzano and Mr. Oliver to the audit committee, Nasdaq has determined that the Company complies with the independent director and audit committee requirements for continued listing set forth in Listing Rules 5605(b)(1) and 5605(c)(2), respectively, and that the matter was now closed. (i) Shareholder Letter On May 31, 2023, we received a letter from an attorney purportedly representing a shareholder of the Company questioning certain information contained in our preliminary proxy statement for our Special Meeting and questioning our ability under Delaware law to amend the Original Series A COD to provide for voting rights to the holders thereof without seeking approval from the holders of our Common Stock. We have clarified any perceived inconsistent statements regarding voting procedures for the matters to be voted upon at the Special Meeting in our definitive proxy statement filed with the SEC, and believe that, contractually, we are authorized to provide for voting rights to the holders of the Series A Preferred Stock without seeking approval by the holders of our Common Stock. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events For its financial statements as of June 30, 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) July 10, 2023 Public Offering (“July Offering”) On July 10, 2023, we closed a public offering of 357,223 shares of our Common Stock of the Company, pre-funded warrants to purchase up to 2,087,222 shares of Common Stock (the “July Pre-Funded Warrants”), and common warrants to purchase up to 2,444,445 shares of Common Stock (the “July Common Warrants”) at an effective combined purchase price of $4.50 per share and related common stock purchase warrants (the “Purchase Price”), for aggregate gross proceeds of approximately $11 million, before deducting placement agent fees and offering expenses payable by the Company. The purchase price of each July Pre-Funded Warrant and July Common Warrant was 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 July 10, 2023 (the “July Offering”). The Pre-Funded Warrants and Common Warrants were immediately separable and were issued separately in the July Offering. Each Pre-Funded Warrant is exercisable for one share of Common Stock. Pursuant to a securities purchase agreement entered into with certain investors in the July Offering, we agreed that for a period of 90 days from the close of the July Offering, that we would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock or file a registration statement with the SEC to register our securities, subject to certain exceptions. From the proceeds of the July Offering, on July 10, 2023, the Company redeemed (i) 4,630 shares of Series A Preferred Stock held by 3i, for $5,000 in cash, and (ii) the 3i June Promissory Note for $351 in cash. (b) 3i Transactions On June 6, 2023, 3i and the Company entered into a separate limited waiver and amendment agreement whereby 3i (“3i Waiver Agreement”) agreed to waive certain rights granted under a Series A Preferred Stock securities purchase agreement dated December 20, 2021, the Exchange Agreement, and the securities purchase agreement related to the April Offering in exchange for, among other things, amending the conversion price of the Series A Preferred Stock to equal the public offering price of the shares of Common Stock in the July Offering. Upon the consummation of the July Offering, the conversion price of the Series A Preferred Stock was reduced to $4.50. On July 10, 2023, the Company filed a Third Certificate of Amendment to the Amended and Restated Certificate of Designations of Series A Preferred Stock (“Third Amendment”) to effect the change to conversion price. In addition, upon the July Closing, the number of shares exercisable under the Exchange Warrant and the exercise price was adjusted to 2,100,565 shares of Common Stock and $4.50 per share, respectively. Subsequently on July 26, 2023, pursuant to Section 2(e) of the Exchange Warrant, due to the event market price on the 16 th (c) Amendment to April 2023 Common Warrants Issued in the April Offering In connection with Offering Waiver, upon closing of the July Offering, we amended and restated the April 2023 Common Warrants with the investors who acquired the securities in the April Offering pursuant to a securities purchase agreement to (i) change the exercise price of the April 2023 Common Warrant to $4.50 and (ii) extend the termination date of the April 2023 Common Warrant to July 10, 2028. (d) Board Commitments On July 21, 2023, Dr. David Roth resigned his board position. Effective August 1, 2023, the Company appointed three new independent directors: Messrs. Robert Oliver and Joseph Vazzano, and Dr. Benjamin. As compensation for their services as independent directors, the new board members will receive an annual retainer fee of $50 payable in cash, and if appointed to a committee of the Board, they will be eligible to receive $7.5 for serving as a member of the Audit Committee and $5.0 for serving as a member of the Compensation Committee, and $4.0 for serving as a member of the Nominating and Corporate Governance Committees. On August 7, 2023, the Board received the resignation of Mr. Oliver as director of the Company, including his position on each Board committee on which he was appointed to, effective immediately. Mr. Oliver’s resignation is for personal reasons and not due to any disagreement with the Company’s management team or the Company’s Board on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices. To fill the vacancy on the Board committees as a result of Mr. Oliver’s resignation, the Board appointed Dr. Laura Benjamin as a member of the Audit Committee and Compensation Committee of the Board, effective as of August 7, 2023. Dr. Benjamin was previously appointed as an independent director and is also a member of the Nominating and Governance Committee of the Board since August 1, 2023. (e) 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 and elsewhere in the notes, as if they had occurred at June 30, 2023. As of June 30, (In thousands, except share data) Actual Pro Forma ASSETS Cash $ 420 $ 5,148 Total other current assets 3,266 3,266 Total non-current assets 9,740 9,740 Total assets $ 13,426 $ 18,154 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Total current liabilities $ 12,668 $ 12,318 Total non-current liabilities 1,481 1,481 Total liabilities 14,149 13,799 Shareholders equity (deficit) Total preferred stock 5,637 1,496 Additional paid-in capital 82,588 92,668 Accumulated other comprehensive loss (666 ) (666 ) Accumulated deficit (88,272 ) (89,143 ) Total Stockholders’ (deficit) equity (723 ) 4,355 Total liabilities and stockholders’ equity (deficit) $ 13,426 $ 18,154 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 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 June 30, 2023, and 2022, the Company recorded accumulated foreign currency translation losses of ($29) and ($414) respectively. During the six months ended June 30, 2023 and 2022, the Company recorded accumulated foreign currency translation gains / (losses) of $55 and ($628) 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. |
Revenue [Policy Text Block] | (h) Reclassification During the three and six months ended June 30, 2023, we have reclassified financing costs of $378 and $387 respectively from other income and expenses to general and administrative expenses with no net impact upon our operating results or cash flows for either the current or prior periods. |
Recently Issued Accounting Pronouncements | (i) 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) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Principal Activities, and Basis of Presentation [Abstract] | |
Schedule of Country of Incorporation | 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. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
Schedule Other Current Assets are Comprised | The Company’s other current assets are comprised of the following: June 30, December 31, Deposits $ 57 $ 51 Salary deposit 82 85 Value added tax (“VAT”) receivable 52 82 Deferred manufacturing costs 718 — Deferred consulting costs — 81 Deferred Directors & Officers insurance expense 586 1,260 $ 1,495 $ 1,559 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities | The Company’s accrued liabilities are comprised of the following: June 30, December 31, Development cost liabilities (Notes 16(a) and (b)) $ 1,256 $ 964 Accrued consulting fees 300 — Payroll accruals 177 221 Accrued Board member fees 43 91 Accrued audit and legal 100 239 Other 45 389 $ 1,921 $ 1,904 |
Convertible Promissory Note a_2
Convertible Promissory Note and Accrued Interest, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Promissory Note and Accrued Interest, Net [Abstract] | |
Schedule of Convertible Promissory Note | During the six-month periods ended June 30, 2023, and 2022, the Company recorded $55 and $52, respectively to interest expense and increased the convertible promissory note liability by the same amount. The roll forward of the Promissory Note as of June 30, 2023, and December 31, 2022, is as follows: June 30, December 31, Convertible promissory note $ 1,000 $ 1,000 Less debt discount, opening (162 ) (215 ) Plus, accretion of debt discount, interest expense 25 53 Convertible promissory note, net of discount 863 838 Interest accretion, opening 245 194 Interest accrual, expense 30 51 Convertible promissory note – net, ending balance $ 1,138 $ 1,083 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Convertible Debt [Abstract] | |
Schedule of Roll Forward of Notes | The roll forward of the Notes as of June 30, 2023, and December 31, 2022, is as follows: June 30, December 31, Secured promissory notes $ 2,667 $ 2,667 Less debt discount, opening (32 ) (35 ) Plus, accretion of debt discount, interest expense 9 2 Carrying value of the Notes 2,644 2,634 Interest accretion, opening 10 — Interest accrual, expense 33 10 $ 2,687 $ 2,644 Less: repayment (2,687 ) — Plus: June 2023 Promissory Note proceeds 350 — Secured promissory note, ending balance $ 350 $ 2,644 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Preferred Stock [Abstract] | |
Schedule of Black Scholes Option Pricing Model Determine Fair Values | The Company used the Black-Scholes option pricing model to determine the fair values using the following inputs: Original Debt Settled Series C Preferred Shares Exchanged Number of shares valued 4,239 5,577 486 Stock Price at April 21, 2023 post 40 to 1 split $ 20.40 $ 20.40 $ 20.40 Exercise price $ 30.00 $ 30.00 $ 30.00 Risk fee rate 5.1 % 5.1 % 5.1 % Dividend 0 % 0 % 0 % Expected liquidity event September 15, 2023 September 15, 2023 September 15, 2023 Volatility 156 % 156 % 156 % |
Schedule of series A preferred stock and warrants | The accounting for the Series A Preferred Stock and Warrants is illustrated in the table below: Consolidated Balance Sheets Consolidated Warrant liability Series A Series A Additional Fair value Balances at December 31, 2022 $ 374 $ 2,001 $ — $ (3,756 ) $ — Conversion of 3,838 Series A Preferred Stock, net — (565 ) — 575 — Fair value adjustment (309 ) — — — 309 Balances, March 31, 2023 65 1,436 — (3,181 ) 309 Conversion of 8,214 Series A Preferred Stock — (812 ) (2,522 ) 3,334 — Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 — (624 ) 3,952 (3,328 ) — Redemption of 1,550 Series A Preferred Stock — — (1,445 ) — — Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense — — 453 — — Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 — — 5,199 (3,959 ) — Fair value adjustment 1,078 — — — (1,078 ) Balances, June 30, 2023 $ 1,143 $ — $ 5,637 $ (7,134 ) $ (769 ) Consolidated Balance Sheets Consolidated Warrant Series A Series A Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 82 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 381 134 — 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 (1,109 ) 134 12,566 Conversion of 809 shares of Series A Preferred Stock — (161 ) (26 ) 187 — — Floor price adjustment on conversion of 809 shares of Series A Preferred Stock — — — (1,377 ) 1,377 — Cash payment of accrued liabilities — — — — (1,511 ) — Fair value adjustment (746 ) (128 ) — — — 874 Balances, June 30, 2022 $ 1,519 $ 2,882 $ 2,116 (2,299 ) — 13,440 |
Schedule of Series C Preferred Stock | The roll forward of the Series C Preferred Stock as of June 30, 2023, is as follows: June 30, Series C Preferred Stock, cash received $ 1,200 Less debt discount, opening (40 ) Plus, 5% dividend and accretion 286 1,446 Exchange of Series C Preferred stock for Series A Preferred stock (1,446 ) Series C Preferred Stock – net, ending balance $ — |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Derivative Liabilities [Abstract] | |
Schedule of Derivative Liabilities are Measured at Fair Value | 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 six month period ended June 30, 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 in the six months ended June 30, 2023 769 — Balance as of June 30, 2023 $ 1,143 $ — Fair value per 3i Warrant / Series A Preferred Stock issuable at period end $ 3.63 $ — |
Schedule of Black-Scholes Merton Models to Estimate the Fair Value | The 3i Warrants were valued at June 30, 2023, and 2022, using the following inputs: June 30, December 31, Initial exercise price $ 30.00 $ 9.91 Stock price on valuation date $ 6.60 $ 0.29 Risk-free rate 5.02 % 4.33 % Expected life of the Warrant to convert (years) 1.48 1.97 Rounded annual volatility 187 % 131 % Timing of liquidity event Q3 - 2023 March 15,2023 Expected probability of event 10 % 100 % |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Common Warrant Liability | Consequently, the net value of the April 2023 Common Warrant liability at June 30, 2023 is $1,129. Inputs used in the Black-Scholes valuation model are as follows: June 30, April 21, Initial exercise price $ 34.00 $ 34.00 Stock price on valuation date $ 6.60 $ 20.40 Risk-free rate 4.2 % 3.70 % Term of Warrant (in years) 4.81 5.00 Rounded annual volatility 126 % 126 % |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock-Based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity under the Company’s stock option plans during the six-month period ended June 30, 2023, is presented below: Options Outstanding Number of Shares Weighted Weighted Average Life (in years) Outstanding December 31, 2022 483 $ 9,174 4.14 Cancelled or expired (71 ) 13,702 — Outstanding as of June 30, 2023 412 $ 7,634 3.68 Options exercisable at June 30, 2023 292 $ 8,242 3.73 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Loss Per Share of Common Stock [Abstract] | |
Schedule of Diluted Loss Per Share Due to Being Anti-Dilutive | Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following: Three- and Six-month 2023 2022 Warrants and stock options 565,497 2,032,465 Series A Preferred Stock 816,345 9,276,923 1,381,842 11,309,388 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | 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 June 30, 2023, Using: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ (1,129 ) $ (1,129 ) Derivative warrant liability — $ — $ (1,143 ) $ (1,143 ) $ — $ — $ (2,272 ) $ (2,272 ) Fair Value Measurements as of December 31, 2022, Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative warrant liability $ — $ — $ (374 ) $ (374 ) $ — $ — $ (374 ) $ (374 ) |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Pro Forma Unaudited Condensed Consolidated Balance Sheet | 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 and elsewhere in the notes, as if they had occurred at June 30, 2023. As of June 30, (In thousands, except share data) Actual Pro Forma ASSETS Cash $ 420 $ 5,148 Total other current assets 3,266 3,266 Total non-current assets 9,740 9,740 Total assets $ 13,426 $ 18,154 LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) Total current liabilities $ 12,668 $ 12,318 Total non-current liabilities 1,481 1,481 Total liabilities 14,149 13,799 Shareholders equity (deficit) Total preferred stock 5,637 1,496 Additional paid-in capital 82,588 92,668 Accumulated other comprehensive loss (666 ) (666 ) Accumulated deficit (88,272 ) (89,143 ) Total Stockholders’ (deficit) equity (723 ) 4,355 Total liabilities and stockholders’ equity (deficit) $ 13,426 $ 18,154 |
Organization, Principal Activ_3
Organization, Principal Activities, and Basis of Presentation (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 08, 2023 | Jul. 10, 2023 | Jun. 30, 2023 | |
Organization, Principal Activities, and Basis of Presentation (Details) [Line Items] | |||
Financial term | 1 year | ||
Accumulated deficit | $ 88,300 | ||
Insufficient to fund | $ 420 | ||
Subsequent Event [Member] | |||
Organization, Principal Activities, and Basis of Presentation (Details) [Line Items] | |||
Gross proceeds | $ 11,000 | ||
Offering expenses payable | 5,300 | ||
Net proceeds | $ 4,700 | ||
Cash position | $ 1,600 |
Organization, Principal Activ_4
Organization, Principal Activities, and Basis of Presentation (Details) - Schedule of Country of Incorporation | Jun. 30, 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounting Policies [Abstract] | ||||
Currency translation losses | $ (29) | $ (414) | ||
Accumulated foreign currency translation losses | $ 55 | $ (628) | ||
Financing costs | $ 378 | $ 387 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule Other Current Assets are Comprised - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Other Current Assets [Abstract] | ||
Deposits | $ 57 | $ 51 |
Salary deposit | 82 | 85 |
Value added tax (“VAT”) receivable | 52 | 82 |
Deferred manufacturing costs | 718 | |
Deferred consulting costs | 81 | |
Deferred Directors & Officers insurance expense | 586 | 1,260 |
Total other current assets | $ 1,495 | $ 1,559 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Intangible Assets [Abstract] | |||
Intangible assets utilizing discounted | 26% | 26% | |
Weighted average cost percentage | 16% | ||
Recognized an impairment charge | $ 14,007 | ||
Further impairment charge | $ 3,564 | ||
Development project | $ 9,714 | $ 9,549 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Accrued Liabilities [Abstract] | ||
Development cost liabilities (Notes 16(a) and (b)) | $ 1,256 | $ 964 |
Accrued consulting fees | 300 | |
Payroll accruals | 177 | 221 |
Accrued Board member fees | 43 | 91 |
Accrued audit and legal | 100 | 239 |
Other | 45 | 389 |
Total | $ 1,921 | $ 1,904 |
Convertible Promissory Note a_3
Convertible Promissory Note and Accrued Interest, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Apr. 12, 2022 | |
Convertible Promissory Note and Accrued Interest, Net [Abstract] | |||
Principal amount | $ 1,000 | ||
Equity securities percentage | 5% | ||
Equity securities rate | 3% | ||
Interest expense | $ 55 | $ 52 |
Convertible Promissory Note a_4
Convertible Promissory Note and Accrued Interest, Net (Details) - Schedule of Convertible Promissory Note - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 25 | 53 |
Convertible promissory note, net of discount | 863 | 838 |
Interest accretion, opening | 245 | 194 |
Interest accrual, expense | 30 | 51 |
Convertible promissory note – net, ending balance | $ 1,138 | $ 1,083 |
Convertible Debt (Details)
Convertible Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 29, 2023 | Apr. 19, 2023 | Apr. 20, 2023 | Nov. 22, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Apr. 21, 2023 | Dec. 30, 2022 | |
Convertible Debt [Line Items] | ||||||||||
Principal amount | $ 1,667 | |||||||||
Principal payments | 1,667 | |||||||||
Principal amount cash | $ 350 | |||||||||
Principal amount | $ 650 | |||||||||
Interest rate | 125% | 125% | ||||||||
Gross proceeds | $ 5,000 | |||||||||
Gross proceeds percentage | 35% | |||||||||
Debt discount | $ 34 | |||||||||
Interest expense | $ 43 | |||||||||
Contractual interest | 33 | |||||||||
Amortization of debt discount | $ 10 | |||||||||
Loan amount | $ 350 | |||||||||
Conversion principal of shares (in Shares) | 223,857 | |||||||||
Shares of common stock (in Shares) | 71,734 | 71,734 | ||||||||
Purchase warrants (in Shares) | 71,734 | |||||||||
Price per share (in Dollars per share) | $ 4.5 | $ 4.5 | ||||||||
Aggregate gross proceeds | $ 7,500 | $ 7,500 | ||||||||
Payment proceeds | $ 3,348 | |||||||||
Cash | $ 420 | $ 420 | $ 2,029 | |||||||
Public Offering [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Shares of common stock (in Shares) | 71,734 | |||||||||
Price per share (in Dollars per share) | $ 30 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Conversion principal of shares (in Shares) | 486 | 8,214 | 1,377,000 | |||||||
Shares of common stock (in Shares) | 5,577 | |||||||||
April 2023 Common Warrants [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Purchase warrants (in Shares) | 178,267 | |||||||||
Price per share (in Dollars per share) | $ 30 | |||||||||
Pre funded warrants (in Shares) | 178,267 | |||||||||
Price per pre funded warrants (in Dollars per share) | $ 0.001 | |||||||||
Aggregate gross proceeds | $ 7,500 | |||||||||
June 2023 Purchase Agreement [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Conversion principal of shares (in Shares) | 486 | |||||||||
Price per share (in Dollars per share) | $ 30 | $ 8 | $ 8 | |||||||
Principal amount | $ 350 | |||||||||
Interest rate | 5% | |||||||||
Promissory Note [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Cash | $ 351 | $ 351 | ||||||||
Security Agreement [Member] | ||||||||||
Convertible Debt [Line Items] | ||||||||||
Interest rate | 5% | 5% |
Convertible Debt (Details) - Sc
Convertible Debt (Details) - Schedule of Roll Forward of Notes - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Roll Forward of Notes [Abstract] | ||
Secured promissory notes | $ 2,667 | $ 2,667 |
Less debt discount, opening | (32) | (35) |
Plus, accretion of debt discount, interest expense | 9 | 2 |
Carrying value of the Notes | 2,644 | 2,634 |
Interest accretion, opening | 10 | |
Interest accrual, expense | 33 | 10 |
Total | 2,687 | 2,644 |
Less: repayment | (2,687) | |
Plus: June 2023 Promissory Note proceeds | 350 | |
Secured promissory note, ending balance | $ 350 | $ 2,644 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 6 Months Ended | ||||||||||
Feb. 28, 2023 | Apr. 22, 2022 | Apr. 21, 2023 | Apr. 20, 2023 | Nov. 22, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 28, 2023 | Jun. 06, 2023 | Dec. 31, 2022 | May 04, 2022 | Jan. 31, 2022 | |
Preferred Stock (Details) [Line Items] | |||||||||||||
Ownership percentage | 9.99% | ||||||||||||
Conversion price of share (in Dollars per share) | $ 30 | $ 9.906 | |||||||||||
Stated value share | $ 1,080 | ||||||||||||
Description of exchange agreement | (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 April Offering, (ii) exchange 50,000 shares of Series C Preferred Stock (the “Series C Shares”) beneficially owned by 3i for 5,577 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 $30.00 (the “New Exercise Price”) and represents a right to acquire 315,085 shares of Common Stock (the “New Warrant Shares”). | ||||||||||||
Redemption cash paid | $ 1,652 | ||||||||||||
Accrued annum percentage | 18% | ||||||||||||
Accrue percentage | 2% | 18% | |||||||||||
Stated percentage | 125% | ||||||||||||
Purchase price percentage | 2% | ||||||||||||
Securities purchase agreement percentage | 2% | ||||||||||||
Accrue payments percentage | 2% | ||||||||||||
Aggregate paid | $ 539 | $ 539 | |||||||||||
Warrant exchange shares (in Shares) | 315,085 | ||||||||||||
Exercisable per shares (in Dollars per share) | $ 30 | ||||||||||||
Fair value percentage | 10% | ||||||||||||
Outstanding amount | $ 3,952 | ||||||||||||
Carrying value amount | 624 | $ 1,000,000 | |||||||||||
Deemed dividend | $ 3,328 | $ 3,959 | |||||||||||
Common stock shares (in Shares) | 503,566 | ||||||||||||
Fair value of warrants | $ 3,899 | ||||||||||||
Convertible shares (in Shares) | 50,000 | 3,899 | |||||||||||
Convertible preferred stock | $ 1,572 | $ 613 | |||||||||||
Price liability | $ 1,511 | ||||||||||||
Reduction of additional paid in capital | $ 1,511 | ||||||||||||
Stock trading | $ 2,500 | ||||||||||||
Percentage of deemed dividend | 8% | ||||||||||||
Additional registration delay payments | $ 800 | ||||||||||||
Sale of purchase shares (in Shares) | 50,000 | ||||||||||||
Aggregate purchase price | $ 1,200 | ||||||||||||
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 dividends at 5% to redemption value of $1,446 on April 21, 2023, using the effective interest method. | ||||||||||||
Preferred stock, shares issued (in Shares) | 71,734 | ||||||||||||
Fair value amount | $ 5,200 | ||||||||||||
Issuance costs | $ 1,240 | ||||||||||||
Maximum [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Conversion price of share (in Dollars per share) | $ 6.37 | ||||||||||||
Conversion price (in Dollars per share) | 1.295 | ||||||||||||
Securities purchase agreement | $ 20,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Conversion price of share (in Dollars per share) | 0.182 | ||||||||||||
Conversion price (in Dollars per share) | 0.037 | ||||||||||||
Securities purchase agreement | $ 400 | ||||||||||||
Series A Preferred [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Conversion price of share (in Dollars per share) | $ 4.5 | ||||||||||||
Preferred stock voting rights | (1) holders of the Series A Preferred Stock have a right to vote on all matters presented at the Special Meeting together with the Common Stock as a single class on an “as converted” basis using the conversion price of $30.00 and based on stated value of $1,080 subject to a beneficial ownership limitation of 9.99%, and (2), in addition, holders of Series A Preferred Stock have granted the Board the right to vote, solely for the purpose of satisfying quorum and casting the votes necessary to adopt a reverse stock split of the Company’s issued and outstanding shares of Common Stock (the “Reverse Stock Split Proposal”) and to adjourn any meeting of stockholders called for the purpose of voting on reverse stock split (the “Adjournment Proposal”) under Delaware law, that will “mirror” the votes cast by the holders of shares of Common Stock and Series A Preferred Stock, voting together as a single class, with respect to the Reverse Stock Split Proposal and the Adjournment Proposal. The number of votes per each share of Series A Preferred Stock that may be voted by the Board shall be equal to the quotient of (x) the sum of (1) the original aggregated stated value of the Series A Preferred Stock when originally issued on December 20, 2021 (calculated based on the original stated value of $1,000 of the Series A Preferred Stock multiplied by 20,000 shares of Series A Preferred Stock) and (2) $1,200,000, which represents the purchase price of the Series C Preferred Stock when originally issued; divided by (y) the conversion price of $30.00. | ||||||||||||
Percentage of conversion amount | 125% | ||||||||||||
Conversion price (in Dollars per share) | $ 30 | ||||||||||||
Dividend stated value percentage | 18% | ||||||||||||
Agreement shares (in Shares) | 1,550 | ||||||||||||
Fair value shares (in Shares) | 4,239 | ||||||||||||
Preferred stock shares exercised (in Shares) | 12,052 | ||||||||||||
Common stock shares (in Shares) | 241,893 | ||||||||||||
Outstanding shares (in Shares) | 6,047 | 17,018 | |||||||||||
Convertible shares (in Shares) | 6,047 | ||||||||||||
Convertible exercised option (in Shares) | 2,782 | ||||||||||||
Converted shares (in Shares) | 855 | ||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, shares issued (in Shares) | 5,577 | ||||||||||||
Aggregate amount | $ 1,652 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Price per share (in Dollars per share) | $ 24,000 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Convertible shares (in Shares) | 50,000 | ||||||||||||
Price per share (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||||
Beneficial Ownership Limitation [Member] | Series A Preferred [Member] | |||||||||||||
Preferred Stock (Details) [Line Items] | |||||||||||||
Ownership percentage | 9.99% |
Preferred Stock (Details) - Sch
Preferred Stock (Details) - Schedule of Black Scholes Option Pricing Model Determine Fair Values - $ / shares | 1 Months Ended | 6 Months Ended |
Apr. 21, 2023 | Jun. 30, 2023 | |
Schedule of Black Scholes Option Pricing Model Determind Fair Values [Abstract] | ||
Stock Price at April 21, 2023 post 40 to 1 split (in Dollars per share) | $ 20.4 | $ 6.6 |
Exercise price (in Dollars per share) | $ 34 | $ 34 |
Risk fee rate | 3.70% | 4.20% |
Dividend | 5% | |
Volatility | 126% | 126% |
Debt Settled and Exchanged for Series A Shares [Member] | ||
Schedule of Black Scholes Option Pricing Model Determind Fair Values [Abstract] | ||
Number of shares valued (in Shares) | 5,577 | |
Stock Price at April 21, 2023 post 40 to 1 split (in Dollars per share) | $ 20.4 | |
Exercise price (in Dollars per share) | $ 30 | |
Risk fee rate | 5.10% | |
Dividend | 0% | |
Expected liquidity event | September 15, 2023 | |
Volatility | 156% | |
Series C Preferred Shares Exchanged for Series A Preferred Shares [Member] | ||
Schedule of Black Scholes Option Pricing Model Determind Fair Values [Abstract] | ||
Number of shares valued (in Shares) | 486 | |
Stock Price at April 21, 2023 post 40 to 1 split (in Dollars per share) | $ 20.4 | |
Exercise price (in Dollars per share) | $ 30 | |
Risk fee rate | 5.10% | |
Dividend | 0% | |
Expected liquidity event | September 15, 2023 | |
Volatility | 156% | |
Original Series A Shares [Member] | ||
Schedule of Black Scholes Option Pricing Model Determind Fair Values [Abstract] | ||
Number of shares valued (in Shares) | 4,239 | |
Stock Price at April 21, 2023 post 40 to 1 split (in Dollars per share) | $ 20.4 | |
Exercise price (in Dollars per share) | $ 30 | |
Risk fee rate | 5.10% | |
Dividend | 0% | |
Expected liquidity event | September 15, 2023 | |
Volatility | 156% |
Preferred Stock (Details) - S_2
Preferred Stock (Details) - Schedule of series A preferred stock and warrants - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Warrant liability [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | $ 65 | $ 374 | $ 2,265 | $ 11,273 |
Conversion | ||||
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
8% Deemed dividend on Preferred Stock | ||||
Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 | ||||
Redemption of 1,550 Series A Preferred Stock | ||||
Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense | ||||
Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 | ||||
Fair value adjustment | 1,078 | (309) | (746) | (9,008) |
Balances | 1,143 | 65 | 1,519 | 2,265 |
Additional Paid-in Capital [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | (3,181) | (3,756) | (1,109) | 82 |
Conversion | 3,334 | 575 | 187 | 381 |
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | (1,377) | |||
Cash payment of accrued liabilities | ||||
8% Deemed dividend on Preferred Stock | (1,572) | |||
Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 | (3,328) | |||
Redemption of 1,550 Series A Preferred Stock | ||||
Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense | ||||
Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 | (3,959) | |||
Fair value adjustment | ||||
Balances | (7,134) | (3,181) | (2,299) | (1,109) |
Fair Value Adjustment to Derivative and Warrant Liabilities [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | 12,566 | |||
Conversion | ||||
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
8% Deemed dividend on Preferred Stock | ||||
Fair value adjustment | 874 | 12,566 | ||
Balances | 13,440 | 12,566 | ||
Series A Convertible Preferred Stock Mezzanine Equity [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | 1,436 | 2,001 | 2,142 | 632 |
Conversion | (812) | (565) | (26) | (62) |
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
8% Deemed dividend on Preferred Stock | 1,572 | |||
Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 | (624) | |||
Redemption of 1,550 Series A Preferred Stock | ||||
Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense | ||||
Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 | ||||
Fair value adjustment | ||||
Balances | 1,436 | 2,116 | 2,142 | |
Series A Preferred Stock [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | ||||
Conversion | (2,522) | |||
Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 | 3,952 | |||
Redemption of 1,550 Series A Preferred Stock | (1,445) | |||
Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense | 453 | |||
Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 | 5,199 | |||
Fair value adjustment | ||||
Balances | 5,637 | |||
Series A Preferred Derivative Liability [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | 3,171 | 7,181 | ||
Conversion | (161) | (452) | ||
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | ||||
Cash payment of accrued liabilities | ||||
8% Deemed dividend on Preferred Stock | ||||
Fair value adjustment | (128) | (3,558) | ||
Balances | 2,882 | 3,171 | ||
Fair Value Adjustment to Derivative and Warrant Liabilities [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | 309 | |||
Conversion | ||||
Elimination of redemption rights on Series A Preferred stock; deemed dividend of $3,328 | ||||
Redemption of 1,550 Series A Preferred Stock | ||||
Issuance of 486 Series A Preferred stock as repayment of $350 debt; $103 charged to interest expense | ||||
Exchange of 50,000 Series C Preferred Stock for 5,577 Series A Preferred Stock; deemed dividend of $3,959 | ||||
Fair value adjustment | (1,078) | 309 | ||
Balances | $ (769) | $ 309 | ||
Accrued Liabilities [Member] | ||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants [Line Items] | ||||
Balances | 134 | |||
Conversion | 134 | |||
Floor price adjustment on conversion of 809 shares of Series A Preferred Stock | 1,377 | |||
Cash payment of accrued liabilities | (1,511) | |||
8% Deemed dividend on Preferred Stock | ||||
Fair value adjustment | ||||
Balances | $ 134 |
Preferred Stock (Details) - S_3
Preferred Stock (Details) - Schedule of series A preferred stock and warrants (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 19, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | |
Series A Preferred Stock [Member] | |||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants (Parentheticals) [Line Items] | |||||
Redemption | 1,550 | ||||
Issuance of shares | 486 | ||||
Repayment of debt (in Dollars) | $ 350 | ||||
Charged to interest expense | 103 | ||||
Exchange of shares | 50,000 | ||||
Series A Preferred Stock | 5,577 | ||||
Conversion of shares | 486 | 8,214 | 1,377,000 | ||
Adjustment on conversion of shares | 855 | ||||
Series A Preferred Derivative Liability [Member] | |||||
Preferred Stock (Details) - Schedule of series A preferred stock and warrants (Parentheticals) [Line Items] | |||||
Conversion of shares | 809 | 1,973 | |||
Deemed dividend percentage | 8% | ||||
Adjustment on conversion of shares | 809 |
Preferred Stock (Details) - S_4
Preferred Stock (Details) - Schedule of Series C Preferred Stock $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Schedule of Series C Preferred Stock [Abstract] | |
Series C Preferred Stock, cash received | $ 1,200 |
Less debt discount, opening | (40) |
Plus, 5% dividend and accretion | $ 286 |
Series C Preferred Stock , total (in Shares) | shares | 1,446 |
Exchange of Series C Preferred stock for Series A Preferred stock | $ (1,446) |
Preferred Stock (Details) - S_5
Preferred Stock (Details) - Schedule of Series C Preferred Stock (Parentheticals) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Series C Preferred Stock [Abstract] | |
Dividend and accretion | 5% |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Derivative Liabilities [Abstract] | ||
Fair value of warrants | $ 1,143 | $ 374 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of Derivative Liabilities are Measured at Fair Value - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
3i Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities are Measured at Fair Value [Line Items] | ||
Balance at beginning | $ 374 | $ 11,273 |
Change in fair value | 769 | (10,899) |
Amount transferred to Equity | ||
Balance at ending | $ 1,143 | $ 374 |
Fair value per 3i Warrant / Series A Preferred Stock issuable at period end (in Dollars per share) | $ 3.63 | $ 6.48 |
3i Fund Series A Redemption Feature [Member] | ||
Derivative Liabilities (Details) - Schedule of Derivative Liabilities are Measured at Fair Value [Line Items] | ||
Balance at beginning | $ 7,181 | |
Change in fair value | (6,227) | |
Amount transferred to Equity | (954) | |
Balance at ending | ||
Fair value per 3i Warrant / Series A Preferred Stock issuable at period end (in Dollars per share) |
Derivative Liabilities (Detai_3
Derivative Liabilities (Details) - Schedule of Black-Scholes Merton Models to Estimate the Fair Value - Black-Scholes Merton [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of Black-Scholes Merton Models to Estimate the Fair Value [Abstract] | ||
Initial exercise price (in Dollars per share) | $ 30 | $ 9.91 |
Stock price on valuation date (in Dollars per share) | $ 6.6 | $ 0.29 |
Risk-free rate | 5.02% | 4.33% |
Expected life of the Warrant to convert (years) | 1 year 5 months 23 days | 1 year 11 months 19 days |
Rounded annual volatility | 187% | 131% |
Timing of liquidity event | Q3 - 2023 | March 15,2023 |
Expected probability of event | 10% | 100% |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Apr. 19, 2023 | Apr. 20, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Apr. 21, 2023 | Mar. 20, 2023 | Feb. 28, 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. | |||||||||||
Common stock shares issued | 3,899 | 3,899 | 50,000 | |||||||||
Outstanding shares | 503,566 | 503,566 | ||||||||||
Par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||||
Share price (in Dollars per share) | $ 6.6 | $ 6.6 | $ 20.4 | |||||||||
Shares issued | 223,857 | |||||||||||
Common stock value (in Dollars) | $ 190 | $ 190 | ||||||||||
Common stock shares | 71,734 | 71,734 | ||||||||||
Purchase warrants | 71,734 | |||||||||||
Public offering price (in Dollars per share) | $ 30 | $ 30 | ||||||||||
Pre-funded warrants | 178,267 | |||||||||||
Aggregate gross proceeds (in Dollars) | $ 7,500 | $ 7,500 | ||||||||||
Warrants exercise price (in Dollars per share) | $ 34 | |||||||||||
Warrants fair value (in Dollars) | $ 4,148 | |||||||||||
Total cost (in Dollars) | 679 | |||||||||||
Finance costs (in Dollars) | 376 | |||||||||||
Warrant liability (in Dollars) | $ 1,143 | $ 1,143 | $ 374 | |||||||||
Issued shares | 441,005 | |||||||||||
Net value (in Dollars) | $ (1,187) | |||||||||||
Conversion shares | 2,782 | 2,782 | ||||||||||
Common stock shares | 503,600 | 503,600 | 454,225 | |||||||||
Gross (in Dollars) | $ (806) | |||||||||||
Net of floor price (in Dollars) | $ 1,511 | $ 1,511 | ||||||||||
Common Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock shares issued | 20,142,633 | 20,142,633 | ||||||||||
Share issuances [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock shares issued | 178,267 | 178,267 | ||||||||||
Shares issued | 241,893 | |||||||||||
Common stock value (in Dollars) | $ 3,334 | $ 3,334 | ||||||||||
Purchase warrants | 178,267 | |||||||||||
Public Offering [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Public offering price (in Dollars per share) | $ 30 | $ 30 | ||||||||||
Pre-funded warrants | 0.001 | |||||||||||
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] | ||||||||||||
Outstanding shares increased | 979,846 | 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] | ||||||||||||
Outstanding shares increased | 34,294,582 | 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 Convertible Redeemable Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Series C convertible redeemable preferred stock | 50,000 | |||||||||||
Series C Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock shares issued | 50,000 | |||||||||||
Purchase price per share (in Dollars per share) | $ 27 | |||||||||||
Exchanged shares | 50,000 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Common stock shares issued | 6,047 | 6,047 | ||||||||||
Outstanding shares | 241,893 | 241,893 | ||||||||||
Share price (in Dollars per share) | $ 5,577 | |||||||||||
Shares issued | 486 | 8,214 | 1,377,000 | |||||||||
Common stock shares | 5,577 | |||||||||||
Issued shares | 12,052 | |||||||||||
Conversion shares | 809 | 809 | ||||||||||
Common stock shares | 250,000 | 250,000 | ||||||||||
Common Warrants [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Share price (in Dollars per share) | $ 4.5 | $ 4.5 | ||||||||||
Shares issued | 855 | |||||||||||
Common stock value (in Dollars) | $ 705 | $ 705 | ||||||||||
Pre-funded warrants | 178,267 | |||||||||||
Finance cost (in Dollars) | $ 302 | |||||||||||
Warrant liability (in Dollars) | $ 1,129 | $ 1,129 | ||||||||||
Public offering shares | 71,734 | |||||||||||
Black-Scholes Option Pricing Model [Member] | ||||||||||||
Stockholders’ Equity (Details) [Line Items] | ||||||||||||
Warrant liability (in Dollars) | $ 1,129 | $ 1,129 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Common Warrant Liability - $ / shares | 1 Months Ended | 6 Months Ended |
Apr. 21, 2023 | Jun. 30, 2023 | |
Schedule of Common Warrant Liability [Abstract] | ||
Initial exercise price | $ 34 | $ 34 |
Stock price on valuation date | $ 20.4 | $ 6.6 |
Risk-free rate | 3.70% | 4.20% |
Term of Warrant (in years) | 5 years | 4 years 9 months 21 days |
Rounded annual volatility | 126% | 126% |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock-Based Payments [Abstract] | ||||
Operations and comprehensive loss | $ 180 | $ 59 | $ 59 | $ 1,006 |
Other expenses | 59 | 59 | ||
Research and development | $ 121 | |||
General and administrative | 20 | 20 | 664 | |
Research and development expenses | $ 39 | $ 39 | $ 342 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of Stock Option Activity | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule of Stock Option Activity [Abstract] | |
Number of Shares Opening balance | shares | 483 |
Weighted Average Exercise Price share Opening balance | $ / shares | $ 9,174 |
Weighted Average Life (in years) Opening balance | 4 years 1 month 20 days |
Number of Shares Cancelled or expired | shares | (71) |
Weighted Average Exercise Price share Cancelled or expired | $ / shares | $ 13,702 |
Weighted Average Life (in years) Cancelled or expired | |
Number of Shares Ending balance outstanding | shares | 412 |
Weighted Average Exercise Price share Ending balance outstanding | $ / shares | $ 7,634 |
Weighted Average Life (in years) Ending balance outstanding | 3 years 8 months 4 days |
Number of Shares Ending balance, exercisable | shares | 292 |
Weighted Average Exercise Price Share Ending balance, exercisable | $ / shares | $ 8,242 |
Weighted Average Life (in years) Ending balance, exercisable | 3 years 8 months 23 days |
Segments (Details)
Segments (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Segments [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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule Of Diluted Loss Per Share Due To Being Anti Dilutive Abstract | ||||
Warrants and stock options | 565,497 | 2,032,465 | 565,497 | 2,032,465 |
Series A Preferred Stock | 816,345 | 9,276,923 | 816,345 | 9,276,923 |
Total | 1,381,842 | 11,309,388 | 1,381,842 | 11,309,388 |
Financial Instruments (Details)
Financial Instruments (Details) - Schedule of Financial Instruments Measured at Fair Value on Recurring Basis - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Liabilities: | ||
Warrant liability | $ (1,129) | |
Derivative warrant liability | (1,143) | (374) |
Total fair value | (2,272) | (374) |
Level 1 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Derivative warrant liability | ||
Total fair value | ||
Level 2 [Member] | ||
Liabilities: | ||
Warrant liability | ||
Derivative warrant liability | ||
Total fair value | ||
Level 3 [Member] | ||
Liabilities: | ||
Warrant liability | (1,129) | |
Derivative warrant liability | (1,143) | (374) |
Total fair value | $ (2,272) | $ (374) |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Income Taxes [Abstract] | |
Impairment charge | $ 14,007 |
Tax benefit | $ 1,223 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Aug. 11, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Apr. 30, 2023 | Sep. 30, 2022 | Sep. 28, 2022 | Mar. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 28, 2023 | May 22, 2023 | Apr. 21, 2023 | Apr. 01, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||
Milestone payment | $ 500,000 | ||||||||||||||
Accounts payable | $ 5,000,000 | ||||||||||||||
Outstanding amount | $ 1,000,000 | ||||||||||||||
outstanding balance | $ 3,900,000 | ||||||||||||||
Obligated to pay | $ 26,500,000 | ||||||||||||||
Milestone payments | $ 1,500,000 | ||||||||||||||
Novartis | $ 300 | $ 100 | |||||||||||||
Minimum patient enrollment, description | The Company agreed to pay Eisai in periodic payments as follows: (i) one hundred thousand dollars ($100) which has been paid; (ii) fifty thousand dollars ($50) within ten (10) days of execution of the fourth amendment which has been paid; (iii) one hundred thousand dollars ($100) upon completion of a capital raise (paid on July 18, 2023); and (iv) eight hundred and fifty thousand dollars ( | ||||||||||||||
Development cost | $ 1,264,000 | ||||||||||||||
Cancellation of liability | $ 1,309,000 | ||||||||||||||
Agreement amount | $ 338,000 | ||||||||||||||
Gain on sale | $ 971,000 | ||||||||||||||
Due to LiPlasome accrued liabilities | $ 338,000 | ||||||||||||||
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 | $ 1,000,000 | ||||||||||||||
Gain on sale of IP | $ 459,000 | ||||||||||||||
Stockholders’ equity | $ 10,000,000 | $ 8,000,000 | |||||||||||||
Bid price | $ 1,000 | ||||||||||||||
Bid per share (in Dollars per share) | $ 1 | ||||||||||||||
Market value of publicly held shares | $ 1,000,000,000 | $ 624,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||||||||
Jul. 26, 2023 | Jul. 21, 2023 | Jul. 10, 2023 | Apr. 19, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 06, 2023 | Apr. 21, 2023 | Feb. 28, 2023 | Dec. 31, 2022 | Nov. 22, 2022 | |
Subsequent Events (Details) [Line Items] | |||||||||||
Aggregate of shares common stock (in Shares) | 71,734 | ||||||||||
Purchase shares of common stock (in Shares) | 3,899 | 50,000 | |||||||||
Price per share (in Dollars per share) | $ 4.5 | ||||||||||
Aggregate gross proceeds | $ 7,500,000 | ||||||||||
Conversion shares (in Shares) | 223,857 | ||||||||||
Cash | $ 420,000 | $ 2,029,000 | |||||||||
Conversion price (in Dollars per share) | $ 30 | $ 9.906 | |||||||||
Exercise price warrant (in Dollars per share) | $ 4.5 | ||||||||||
Common Warrants [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Aggregate of shares common stock (in Shares) | 2,100,565 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Aggregate of shares common stock (in Shares) | 5,577 | ||||||||||
Purchase shares of common stock (in Shares) | 6,047 | ||||||||||
Conversion shares (in Shares) | 486 | 8,214 | 1,377,000 | ||||||||
Conversion price (in Dollars per share) | $ 4.5 | ||||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Aggregate of shares common stock (in Shares) | 3,134,693 | 357,223 | |||||||||
Price per share (in Dollars per share) | $ 4.5 | ||||||||||
Aggregate gross proceeds | $ 11,000,000 | ||||||||||
Exercise price per share (in Dollars per share) | $ 0.001 | ||||||||||
Exchange agreement description | Pursuant to a securities purchase agreement entered into with certain investors in the July Offering, we agreed that for a period of 90 days from the close of the July Offering, that we would not issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible or exercisable into Common Stock or file a registration statement with the SEC to register our securities, subject to certain exceptions. | ||||||||||
Exercise price of warrant (in Dollars per share) | $ 3.0155 | ||||||||||
Subsequent Event [Member] | Common Warrants [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Purchase shares of common stock (in Shares) | 2,444,445 | ||||||||||
Subsequent Event [Member] | Pre-Funded Warrants [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Purchase shares of common stock (in Shares) | 2,087,222 | ||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Conversion shares (in Shares) | 4,630 | ||||||||||
Cash | $ 5,000,000 | ||||||||||
Subsequent Event [Member] | Director [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Annual retainer fee paid | $ 50,000 | ||||||||||
Subsequent Event [Member] | Audit Committee [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Serving amount | 7,500 | ||||||||||
Subsequent Event [Member] | Compensation Committee [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Serving amount | 5,000 | ||||||||||
Subsequent Event [Member] | Nominating and Corporate Governance Committees [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Serving amount | $ 4,000 | ||||||||||
Promissory Note [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Cash | $ 351,000 | ||||||||||
Promissory Note [Member] | Subsequent Event [Member] | |||||||||||
Subsequent Events (Details) [Line Items] | |||||||||||
Cash | $ 351,000 |
Subsequent Events (Details) - S
Subsequent Events (Details) - Schedule of Pro Forma Unaudited Condensed Consolidated Balance Sheet $ in Thousands | Jun. 30, 2023 USD ($) |
Actual [Member] | |
ASSETS | |
Cash | $ 420 |
Total other current assets | 3,266 |
Total non-current assets | 9,740 |
Total assets | 13,426 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
Total current liabilities | 12,668 |
Total non-current liabilities | 1,481 |
Total liabilities | 14,149 |
Shareholders equity (deficit) | |
Total preferred stock | 5,637 |
Additional paid-in capital | 82,588 |
Accumulated other comprehensive loss | (666) |
Accumulated deficit | (88,272) |
Total Stockholders’ (deficit) equity | (723) |
Total liabilities and stockholders’ equity (deficit) | 13,426 |
Pro Forma [Member] | |
ASSETS | |
Cash | 5,148 |
Total other current assets | 3,266 |
Total non-current assets | 9,740 |
Total assets | 18,154 |
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | |
Total current liabilities | 12,318 |
Total non-current liabilities | 1,481 |
Total liabilities | 13,799 |
Shareholders equity (deficit) | |
Total preferred stock | 1,496 |
Additional paid-in capital | 92,668 |
Accumulated other comprehensive loss | (666) |
Accumulated deficit | (89,143) |
Total Stockholders’ (deficit) equity | 4,355 |
Total liabilities and stockholders’ equity (deficit) | $ 18,154 |