Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-15911 | |
Entity Registrant Name | Imunon, Inc. | |
Entity Central Index Key | 0000749647 | |
Entity Tax Identification Number | 52-1256615 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 997 Lenox Drive | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | Lawrenceville | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08648 | |
City Area Code | (609) | |
Local Phone Number | 896-9100 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | IMNN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,097,005 | |
Entity Information, Former Legal or Registered Name | NA |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 10,400,813 | $ 11,492,841 |
Investment in debt securities - available for sale, at fair value | 20,775,440 | 21,254,485 |
Accrued interest receivable on investment securities | 116,355 | 128,932 |
Money market investments, restricted cash | 2,250,000 | 1,500,000 |
Advances and deposits on clinical programs and other current assets | 2,789,637 | 2,778,433 |
Total current assets | 36,332,245 | 37,154,691 |
Property and equipment (at cost, less accumulated depreciation and amortization) | 555,929 | 548,301 |
Other assets: | ||
Money market investments, restricted cash | 3,750,000 | 4,500,000 |
Deferred income tax asset | 1,567,026 | |
Operating lease right-of-use assets, net | 1,418,022 | 155,876 |
Deposits and other assets | 50,000 | 50,000 |
Total other assets | 5,218,022 | 6,272,902 |
Total assets | 42,106,196 | 43,975,894 |
Current liabilities: | ||
Accounts payable – trade | 3,973,340 | 3,586,623 |
Other accrued liabilities | 3,914,009 | 4,794,936 |
Note payable – current portion, net of deferred financing costs | 2,181,298 | 1,424,774 |
Operating lease liability - current portion | 349,602 | 230,749 |
Total current liabilities | 10,418,249 | 10,037,082 |
Notes payable – non-current portion, net of deferred financing costs | 3,899,115 | 4,610,946 |
Operating lease liability - non-current portion | 1,141,876 | |
Total liabilities | 15,459,240 | 14,648,028 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock - $0.01 par value (100,000 shares authorized, and no shares issued or outstanding at March 31, 2023 and December 31, 2022) | ||
Common stock - $0.01 par value (112,500,000 shares authorized; 9,097,027 and 7,436,219 shares issued at March 31, 2023 and December 31, 2022, respectively; and 9,097,005 and 7,436,197 shares outstanding at March 31, 2023 and December 31, 2022, respectively) | 90,970 | 74,362 |
Additional paid-in capital | 400,776,487 | 397,980,023 |
Accumulated other comprehensive loss | 123,877 | 26,494 |
Accumulated deficit | (374,259,190) | (368,667,825) |
Total stockholders’ equity before treasury stock | 26,732,144 | 29,413,054 |
Treasury stock, at cost (22 shares at March 31, 2023 and December 31, 2022) | (85,188) | (85,188) |
Total stockholders’ equity | 26,646,956 | 29,327,866 |
Total liabilities and stockholders’ equity | $ 42,106,196 | $ 43,975,894 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 112,500,000 | 112,500,000 |
Common stock, shares issued | 9,097,027 | 7,436,219 |
Common stock, shares outstanding | 9,097,005 | 7,436,197 |
Treasury stock, shares | 22 | 22 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Licensing revenue | $ 125,000 | |
Operating expenses: | ||
Research and development | 2,619,805 | 3,095,420 |
General and administrative | 3,064,645 | 2,871,557 |
Total operating expenses | 5,684,450 | 5,966,977 |
Loss from operations | (5,684,450) | (5,841,977) |
Other (expense) income: | ||
Investment income | 253,070 | 12,104 |
Interest expense on preferred stock | (4,551,567) | |
Interest expense on loan facility | (159,985) | (94,690) |
Other income | 1,798 | |
Total other income (expense), net | 93,085 | (4,632,355) |
Net loss | $ (5,591,365) | $ (10,474,332) |
Net loss per common share | ||
Basic and diluted | $ (0.68) | $ (1.82) |
Weighted average shares outstanding | ||
Basic and diluted | 8,281,483 | 5,770,467 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in: | ||
Realized gains on debt securities recognized in investment income, net | $ 103,084 | $ 2,338 |
Unrealized losses on debt securities, net | (5,701) | (53,342) |
Change in realized and unrealized gains (losses) on available for sale securities, net | 97,383 | (51,004) |
Net loss | (5,591,365) | (10,474,332) |
Total Comprehensive loss | $ (5,493,982) | $ (10,525,336) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (5,591,365) | $ (10,474,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 192,678 | 173,989 |
Recognition of deferred revenue | (125,000) | |
Stock-based compensation | 338,708 | 994,614 |
Realization of deferred income tax asset | 1,567,026 | 1,383,446 |
Amortization of deferred finance charges and debt discount associated with notes payable | 44,693 | 45,315 |
Net changes in: | ||
Accrued interest on investment securities | 12,577 | 93,198 |
Advances, deposits, and other current assets | (11,204) | 27,256 |
Accounts payable and accrued liabilities | (638,791) | (95,006) |
Net cash used in operating activities | (4,085,678) | (7,976,520) |
Cash flows from investing activities: | ||
Purchases of investment securities | (3,423,572) | (2,966,723) |
Proceeds from sale and maturity of investment securities | 4,000,000 | 19,775,000 |
Purchases of property and equipment | (57,142) | (55,890) |
Net cash provided by investing activities | 519,286 | 16,752,387 |
Cash flows from financing activities: | ||
Proceeds from redeemable convertible preferred stock offering | 28,500,000 | |
Payment upon redemption of redeemable convertible preferred stock | (28,500,000) | |
Proceeds from sale of common stock equity, net of issuance costs | 2,474,364 | |
Net cash provided by financing activities | 2,474,364 | |
Net change in cash, cash equivalents and restricted cash | (1,092,028) | 8,775,867 |
Cash, cash equivalents and restricted cash at beginning of period | 17,492,841 | 25,586,272 |
Cash, cash equivalents and restricted cash at end of period | 16,400,813 | 34,362,139 |
Supplemental disclosures of cash flow information: | ||
Interest paid | (112,459) | (4,211,856) |
Recognition of Right Use Asset and Liability | 1,405,310 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows for lease payments | 166,705 | 149,573 |
Realized and unrealized gains (losses), net, on investment securities | $ 97,383 | $ (51,004) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] Series A and B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 57,705 | $ 388,600,979 | $ (85,188) | $ (7,974) | $ (332,769,591) | $ 55,795,931 | |
Beginning Balance, shares at Dec. 31, 2021 | 5,770,516 | 22 | |||||
Net loss | (10,474,332) | (10,474,332) | |||||
Realized and unrealized gains and losses, net, on investment securities | (51,004) | (51,004) | |||||
Stock-based compensation expense | 994,614 | 994,614 | |||||
Effect of reverse stock split | |||||||
Effect of reverse stock split, shares | (49) | ||||||
Issuance of preferred stock upon financing | $ 28,500,000 | ||||||
Issuance of preferred stock upon financing, shares | 100,000 | ||||||
Redemption of preferred stock | $ (28,500,000) | ||||||
Redemption of preferred stock, shares | (100,000) | ||||||
Ending balance, value at Mar. 31, 2022 | $ 57,705 | 389,595,593 | $ (85,188) | (58,978) | (343,243,923) | 46,265,209 | |
Ending Balance, shares at Mar. 31, 2022 | 5,770,467 | 22 | |||||
Beginning balance, value at Dec. 31, 2022 | $ 74,362 | 397,980,023 | $ (85,188) | 26,494 | (368,667,825) | 29,327,866 | |
Beginning Balance, shares at Dec. 31, 2022 | 7,436,219 | 22 | |||||
Net loss | (5,591,365) | (5,591,365) | |||||
Sale of equity through equity financing facilities, net of costs | $ 16,606 | 2,457,756 | 2,474,362 | ||||
Sale of equity through equity financing facilities, net of costs, shares | 1,660,608 | ||||||
Issuance of common stock for restricted options | $ 2 | 2 | |||||
Issuance of common stock for restricted options, shares | 200 | ||||||
Realized and unrealized gains and losses, net, on investment securities | 97,383 | 97,383 | |||||
Stock-based compensation expense | 338,708 | 338,708 | |||||
Ending balance, value at Mar. 31, 2023 | $ 90,970 | $ 400,776,487 | $ (85,188) | $ 123,877 | $ (374,259,190) | $ 26,646,956 | |
Ending Balance, shares at Mar. 31, 2023 | 9,097,027 | 22 |
Business Description
Business Description | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Business Description | Note 1. Business Description On September 19, 2022, Celsion Corporation announced a corporate name change to Imunon, Inc., (“Imunon” or the “Company”) reflecting the evolution of the Company’s business focus and its commitment to developing cutting-edge immunotherapies and next-generation vaccines to treat cancer and infectious diseases. The Company’s common stock continues to trade on the Nasdaq Stock Market under the ticker symbol “IMNN.” Imunon is a fully integrated, clinical stage biotechnology company focused on advancing a portfolio of innovative treatments that harness the body’s natural mechanisms to generate safe, effective, and durable responses across a broad array of human diseases, constituting a differentiating approach from conventional therapies. Imunon has two platform technologies: TheraPlas® platform for the development of immunotherapies and other anti-cancer nucleic acid-based therapies, and PLACCINE platform for the development of nucleic acid vaccines for infectious diseases and cancer. The Company’s lead clinical program, IMNN-001, is a DNA-based immunotherapy for the localized treatment of advanced ovarian cancer currently in Phase II development. IMNN-001 works by instructing the body to produce safe and durable levels of powerful cancer fighting molecules, such as interleukin-12 and interferon gamma, at the tumor site. Additionally, the Company is conducting preclinical proof-of-concept studies on a nucleic acid vaccine candidate targeting SARS-CoV-2 virus in order to validate its PLACCINE platform. Imunon’s platform technologies are based on the delivery of nucleic acids with novel synthetic delivery systems that are independent of viral vectors or devices. The Company will continue to leverage these platforms and to advance the technological frontier of plasmid DNA to better serve patients with difficult to treat conditions. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation The accompanying unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated in consolidation. During the quarter, there have been no changes to the Company’s accounting policies. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments, consisting only of normal recurring accruals considered necessary for a fair presentation, have been included in the accompanying unaudited condensed consolidated financial statements. Operating results for the three-month ended March 31, 2023 and 2022, are not necessarily indicative of the results that may be expected for any other interim period(s) or for any full year. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023. The preparation of financial statements in conformity with GAAP requires management to make judgments, estimates, and assumptions that affect the amount reported in the Company’s financial statements and accompanying notes. Actual results could differ materially from those estimates. Events and conditions arising subsequent to the most recent balance sheet date have been evaluated for their possible impact on the financial statements and accompanying notes. The Company has $ 31.3 6.0 1.8 |
New Accounting Pronouncements
New Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
New Accounting Pronouncements | Note 3. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) and are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued accounting pronouncements will not have a material impact on the Company’s condensed consolidated financial position, results of operations, and cash flows, or do not apply to our operations. In May 2021, the FASB issued ASU No. 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force)”. This ASU is intended to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The guidance clarifies whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as: (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The amendments in this ASU affect all entities that issue freestanding written call options that are classified in equity. The amendments do not apply to modifications or exchanges of financial instruments that are within the scope of another Topic and do not affect a holder’s accounting for freestanding call options. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted for all entities, including adoption in an interim period. The Company adopted this standard during the first quarter of 2022. The adoption of ASU 2021-04 did not have an impact on the Company’s consolidated financial statements since the Company has not modified its freestanding call options. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Restricted Cash | Note 4. Restricted Cash As a condition of the SVB Loan Facility entered into on June 18, 2021, as further discussed in Note 10, the Company is required at all times to maintain on deposit with SVB as cash collateral in a segregated money market bank account in the name of the Company, unrestricted and unencumbered cash (other than a lien in favor of SVB) in an amount of at least 100% of the aggregate outstanding amount of the SVB loan facility. SVB may restrict withdrawals or transfers by or on behalf of the Company that would violate this requirement. The required reserve totaled $ 6.0 The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows: Schedule of Cash and Cash Equivalents and Restricted Cash March 31, 2023 December 31, 2022 Cash and cash equivalents $ 10,400,813 $ 11,492,841 Money market investments, restricted cash 6,000,000 6,000,000 Total $ 16,400,813 $ 17,492,841 |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | Note 5. Net Loss per Common Share Basic loss per share is calculated based upon the net loss available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted loss per share is calculated after adjusting the denominator of the basic earnings per share computation for the effects of all dilutive potential common shares outstanding during the period. The dilutive effects of preferred stock, options and warrants and their equivalents are computed using the treasury stock method. The total number of shares of common stock issuable upon exercise of warrants, stock option grants and equity awards were 1,289,258 836,097 |
Investment in Debt Securities-A
Investment in Debt Securities-Available for Sale | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment in Debt Securities-Available for Sale | Note 6. Investment in Debt Securities-Available for Sale Investments in debt securities available for sale with a fair value of $ 20,775,440 21,254,485 Investments in debt securities available for sale are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the security. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized. A summary of the cost, fair value and maturities of the Company’s short-term investments is as follows: Schedule of Cost, Fair Value and Maturities of Short Term Investments March 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 5,960,208 $ 5,954,560 $ - $ - Corporate debt securities 14,691,354 14,820,880 21,227,991 21,254,485 Total $ 20,651,562 $ 20,775,440 $ 21,227,991 $ 21,254,485 March 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,375,988 $ 4,461,035 $ 4,005,559 $ 3,994,590 Between 3-12 months 16,275,574 16,314,405 17,222,432 17,259,895 Total $ 20,651,562 $ 20,775,440 $ 21,227,991 $ 21,254,485 The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. Summary of Investment Securities Gross Unrealized Gains (Losses) March 31, 2023 December 31, 2022 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 13,812,765 $ 132,235 $ 13,278,505 $ 43,508 Investments in debt securities with unrealized losses 6,962,675 (8,358 ) 7,975,980 (17,014 ) Total $ 20,775,440 $ 123,877 $ 21,254,485 $ 26,494 Investment (loss) income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends 2023 2022 For the Three Months Ended March 31, 2023 2022 Interest and dividends accrued and paid $ 149,986 $ 14,442 Realized gains (losses) 103,084 (2,338 ) Investment income, net $ 253,070 $ 12,104 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 7. Fair Value Measurements FASB ASC Section 820, Fair Value Measurements and Disclosures Level 1: Quoted prices (unadjusted) or identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date; Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions that market participants would use in pricing an asset or liability. Cash and cash equivalents, other current assets, accounts payable and other accrued liabilities are reflected in the condensed consolidated balance sheets at their approximate estimated fair values primarily due to their short-term nature. The fair values of securities available for sale is determined by relying on the securities’ relationship to other benchmark quoted securities and classified its investments as Level 2 items in both 2023 and 2022. There were no transfers of assets or liabilities between Level 1 and Level 2 and no transfers in or out of Level 3 during the three-month period ended March 31, 2023 or during the year ended December 31, 2022. The change in Level 3 liabilities in the first quarter of 2022 was the result of a change in the fair value of the earn-out milestone liability which is included in earnings and in-process R&D. The earnout milestone liability is valued using a risk-adjusted assessment of the probability of payment of each milestone, discounted to present value using an estimated time to achieve the milestone (see Note 13). Assets and liabilities measured at fair value are summarized below: Schedule of Fair Value, Assets and Liabilities Measured On Recurring Basis Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2023 Corporate debt securities and U.S. treasury obligations, available for sale $ 20,775,440 $ – $ - $ 20,775,440 Recurring items as of December 31, 2022 Corporate debt securities, available for sale $ 21,254,485 $ – $ - $ 21,254,485 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 8. Intangible Assets In June 2014, the Company completed the acquisition of substantially all of the assets of EGEN, Inc., an Alabama corporation (“EGEN”), which changed its company name to EGWU, Inc. after the closing of the acquisition (the “EGEN Acquisition”). We acquired all of EGEN’s right, title and interest in and to substantially all of the assets of EGEN, including cash and cash equivalents, patents, trademarks and other intellectual property rights, clinical data, certain contracts, licenses and permits, equipment, furniture, office equipment, furnishings, supplies and other tangible personal property. In addition, CLSN Laboratories assumed certain specified liabilities of EGEN, including the liabilities arising out of the acquired contracts and other assets relating to periods after the closing date. Acquired In-process Research and Development Acquired in-process research and development (“IPR&D”) consists of EGEN’s drug technology platforms: TheraPlas and TheraSilence. The fair value of the IPR&D drug technology platforms was estimated to be $ 24.2 As of December 31, 2022, the Company assessed whether there were indicators of impairment for the Company’s IPR&D and determined that the IPR&D asset was impaired during that period. Due to the continuing deterioration of public capital markets in the biotech industry in 2022 and 2021 and its impact on market capitalization rates in this sector, IPR&D was reviewed for impairment. Having conducted a quantitative analysis of its IPR&D assets, the Company concluded the IPR&D asset was impaired during the fourth quarter of 2022. As of December 31, 2022, the Company wrote off the $ 13.4 13.4 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 9. Accrued Liabilities Other accrued liabilities at March 31, 2023 and December 31, 2022 include the following: Schedule of Other Accrued Liabilities March 31, December 31, Amounts due to contract research organizations and other contractual agreements $ 2,302,461 $ 2,196,711 Accrued payroll and related benefits 967,620 2,139,927 Accrued interest 40,417 37,583 Accrued professional fees 505,911 215,402 Other 97,600 205,313 Total $ 3,914,009 $ 4,794,936 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10. Notes Payable The SVB Loan Facility On June 18, 2021, the Company entered into a $ 10 6 6.0 The SVB Loan Facility is in the form of money market secured indebtedness bearing interest at a calculated WSJ Prime-based variable rate (currently 8.0 3 10 Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. In connection with the SVB Loan Facility, the Company incurred financing fees and expenses totaling $ 243,370 3.0 300,000 115,292 44,693 49,375 45,513 Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: Schedule of Future Principal Payments, Net of Unamortized Debt Discounts As of March 31, 2023 $ 1,500,000 2024 3,000,000 2025 1,500,000 2026 and thereafter – Subtotal of future principal payments 6,000,000 Amortized end-of term fee, net 80,413 Total $ 6,080,413 |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 11. Stockholders’ Equity On September 19, 2022, the Company announced a corporate name change to Imunon, Inc. The Company’s common stock will continue to trade on the Nasdaq Stock Market under the ticker symbol “IMNN” and its CUSIP number (15117N602) remained unchanged. Reverse Stock Split On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged. The reverse stock split was previously approved by the Company’s stockholders at the 2022 Special Meeting held on February 24, 2022, and the Company subsequently filed a Certificate of Amendment to its Certificate of Incorporation to effect the stock consolidation. Immediately prior to the reverse stock split, the Company had 86,557,736 5,770,467 6.6 0.4 2.5 0.2 At the Market Offering Agreement On May 25, 2022, the Company entered into an At the Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time, through Wainwright, shares of the Company’s common stock having an aggregate offering price of up to $ 7,500,000 336,075 503,798 1,660,608 2,474,362 Series A and Series B Convertible Redeemable Preferred Stock Offering On January 10, 2022, the Company entered into a Securities Purchase Agreement (the “Preferred Stock Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in concurrent registered direct offerings (the “Preferred Offerings”), (i) 50,000 0.01 50,000 0.01 285 5 300 14.25 28.50 300 13.65 1,098,901 300 15.00 1,000,000 The Company held a special meeting of stockholders to consider an amendment (the “Amendment”) to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the outstanding shares of common stock (“Common Stock”) by a ratio to be determined by the Board of Directors of the Company (the “Reverse Stock Split”). The investors of the Preferred Stock Purchase Agreement had agreed to not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of the shares of the Preferred Stock until the Reverse Stock Split, to vote the shares of the Series A Preferred Stock purchased in the Preferred Offerings in favor of such Amendment and to vote the shares of the Series B Preferred Stock purchased in the Preferred Offerings in a manner that “mirrors” the proportions on which the shares of Common Stock (excluding any shares of Common Stock that are not voted) and Series A Preferred Stock are voted on the Reverse Stock Split and the Amendment. Pursuant to the Preferred Stock Purchase Agreement, the Company filed two certificates of designation (the “Certificates of Designation”) with the Secretary of the State of Delaware designating the rights, preferences, and limitations of the shares of Preferred Stock. The Certificates of Designation provided, in particular, that the Preferred Stock had no voting rights, other than the right to vote as a class on certain specified matters, except that (i) each share of Series A Preferred Stock had the right to vote, on an as converted basis, on the Reverse Stock Split (together with the Company’s Common Stock and the Series B Preferred Stock as a single class), and (ii) each share of Series B Preferred Stock had the right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split. The holders of Preferred Stock were entitled to dividends, on an as-if converted basis, equal to dividends actually paid, if any, on shares of Common Stock. The Preferred Stock was convertible into shares of Common Stock at a rate of $ 13.65 15.00 Each holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) up to, but excluding, the Redemption Date. 1,000,000 110,000 On March 3, 2022, the Company redeemed for cash at a price equal to 105% of the $ 300 50,000 50,000 The Series A Preferred Stock and Series B Preferred Stock were recorded as a liability on the condensed consolidated balance sheet during the first quarter of 2022 until the preferred shares were redeemed during the same quarter. The Company recognized $ 4,551,567 3,000,000 1,110,000 441,567 April 2022 Registered Direct Offering On April 6, 2022, the Company entered into a Securities Purchase Agreement (the “April 2022 Purchase Agreement”) with several institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “April 2022 Offering”), an aggregate of 1,328,274 5.27 7.0 In connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the “April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April 2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation The Company has long-term compensation plans that permit the granting of equity-based awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, other stock awards, and performance awards. At the 2018 Annual Stockholders Meeting of the Company held on May 15, 2018, stockholders approved the 2018 Stock Incentive Plan (the “2018 Plan”). The 2018 Plan, as adopted, permits the granting of 180,000 80,000 260,000 166,667 426,667 513,333 940,000 The Company has issued stock awards to employees and directors in the form of stock options and restricted stock. Options are generally granted with strike prices equal to the fair market value of a share of common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of the Company must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. Option and restricted stock awards vest upon terms determined by the Compensation Committee of the Board of Directors and are subject to accelerated vesting in the event of a change of control or certain terminations of employment. The Company issues new shares to satisfy its obligations from the exercise of options or the grant of restricted stock awards. On July 19, 2022, September 27, 2022, December 13, 2022 and March 17, 2023, the Compensation Committee of the Board of Directors approved the grant of (i) inducement stock options (the “Inducement Option Grants”) to purchase a total of 177,000 8,501 19,000 5,230 63,000 2,250 4,000 1,100 1.95 1.65 1.40 1.32 209,751 As of March 31, 2023, there were a total of 945,073 844,697 100,376 A summary of stock option awards and restricted stock grants, inclusive of awards granted under the 2018 Stock Plan and Inducement Option Grants for the three-months ended March 31, 2023 is presented below: Summary of Stock Options Awards and Restricted Stock Grants Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2023 760,220 $ 4.55 69,650 $ 1.92 Equity awards granted 330,000 $ 1.32 1,100 $ 1.32 Equity Awards vested and issued - - (200 ) 4.60 Equity awards terminated (35,772 ) $ 10.61 (200 ) $ 4.60 Equity awards outstanding at March 31, 2023 1,054,448 $ 3.33 70,350 $ 1.90 9.3 Aggregate intrinsic value of outstanding equity awards at March 31, 2023 $ - $ - Equity awards exercisable at March 31, 2023 386,913 $ 5.49 6.44 Aggregate intrinsic value of equity awards exercisable at March 31, 2023 $ - Total compensation cost related to stock options and restricted stock awards amounted to approximately $ 0.3 1.0 0.1 0.4 0.2 0.6 As of March 31, 2023, there was $ 0.8 3 4 1.32 4.16 The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from the Company’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Schedule of Assumptions Used to Determine Fair Value of Options Granted For the Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.39 % 1.74 % Expected volatility 107.03 111.91 % 108.5 % Expected life (in years) 9.0 10.0 8.5 9.0 Expected dividend yield 0.0 % 0.0 % Expected volatilities utilized in the model are based on historical volatility of the Company’s stock price. The risk-free interest rate is derived from values assigned to U.S. Treasury bonds with terms that approximate the expected option lives in effect at the time of grant. |
Earn-Out Milestone Liability
Earn-Out Milestone Liability | 3 Months Ended |
Mar. 31, 2023 | |
Earn-out Milestone Liability | |
Earn-Out Milestone Liability | Note 13. Earn-Out Milestone Liability The total aggregate purchase price for the EGEN Acquisition included potential future Earn-out Payments contingent upon achievement of certain milestones. The difference between the aggregate $ 30.4 13.9 each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). On March 28, 2019, the Company and EGWU, Inc. entered into an amendment to its purchase agreement (“Amended Asset Purchase Agreement”), whereby payment of the earnout milestone liability related to the Ovarian Cancer Indication of $ 12.4 a) $ 7.0 b) $ 12.4 At December 31, 2022, the Company wrote off the carrying value of the earn-out milestone liability as a result of the requirements not being achieved and recognized a non-cash gain of $ 5.4 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 14. Warrants Following is a summary of all warrant activity for the three-month period ended March 31, 2023: Summary of Warrant Activity Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2022 168,519 $ 19.78 Warrants expired during the three months ended March 31, 2023 (4,059 ) $ 31.05 Warrants outstanding at March 31, 2023 164,460 $ 19.51 Aggregate intrinsic value of outstanding warrants at March 31, 2023 $ - Weighted average remaining contractual terms at March 31, 2023 2.9 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Leases | Note 15. Leases In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (“Brandywine”), a Delaware limited partnership, for a 10,870 66 st increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. 25,035 27,088 nd 11,420 28,550 30,903 The following is a table of the lease payments and maturity of the Company’s operating lease liabilities as of March 31, 2023: Schedule of Lease Payments and Maturity of Operating Lease Liabilities 2023 $ 391,967 2024 348,881 2025 355,859 2026 362,976 and thereafter 401,139 Subtotal future lease payments 1,860,822 Less imputed interest (369,344 ) Total lease liabilities $ 1,491,478 Weighted average remaining life 4.51 Weighted average discount rate 9.98 % For the three-month period ended March 31, 2023, operating lease expense was $ 159,276 166,705 146,936 149,573 |
Technology Development and Lice
Technology Development and Licensing Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Technology Development And Licensing Agreements | |
Technology Development and Licensing Agreements | Note 16. Technology Development and Licensing Agreements On May 7, 2012, the Company entered into a long-term commercial supply agreement with Zhejiang Hisun Pharmaceutical Co. Ltd. (Hisun) for the production of ThermoDox® in the China territory. In accordance with the terms of the agreement, Hisun will be responsible for providing all of the technical and regulatory support services, including the costs of all technical transfer, registration and bioequivalence studies, technical transfer costs, Imunon consultative support costs and the purchase of any necessary equipment and additional facility costs necessary to support capacity requirements for the manufacture of ThermoDox®. Imunon will repay Hisun for the aggregate amount of these development costs and fees commencing on the successful completion of three registration batches of ThermoDox®. Hisun is also obligated to meet certain performance requirements under the agreement. The agreement will initially be limited to a percentage of the production requirements of ThermoDox® in the China territory with Hisun retaining an option for additional global supply after local regulatory approval in the China territory. In addition, Hisun will collaborate with Imunon around the regulatory approval activities for ThermoDox® with the China State Food and Drug Administration (CHINA FDA). On January 18, 2013, the Company entered into a technology development contract with Hisun, pursuant to which Hisun paid it a non-refundable research and development fee of $ 5 5.0 10 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies On October 29, 2020, a putative securities class action was filed against the Company and certain of its officers and directors (the “Spar Individual Defendants”) in the U.S. District Court for the District of New Jersey, captioned Spar v. Celsion Corporation, et al., Case No. 1:20-cv-15228. The plaintiff alleged that the Company and Individual Defendants made false and misleading statements regarding one of the Company’s drug candidates, ThermoDox®, and brings claims for damages under Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder against all Defendants, and under Section 20(a) of the Exchange Act of 1934 against the Individual Defendants. At this stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. On February 6, 2023, the U.S. District Court granted a Motion to Dismiss filed by the Company and Spar Individual Defendants and granted Plaintiff leave to file an amended complaint within 30 days. Plaintiff did not file an amended complaint within the 30-day deadline. In February 2021, a derivative shareholder lawsuit was filed against the Company, as the nominal defendant, and certain of its directors and officers as defendants in the U.S. District Court for the District of New Jersey, captioned Fidler v. Michael H. Tardugno, et al., Case No. 3:21-cv-02662. The plaintiff alleges breach of fiduciary duty and other claims arising out of alleged statements made by certain of the Company’s directors and/or officers regarding ThermoDox®. The Company believes it has meritorious defenses to these claims and intends to vigorously contest this suit. At this stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. In August 2021, a complaint regarding a corporate books and records demand was filed against the Company in the Court of Chancery of the State of Delaware, captioned Pacheco v. Celsion Corporation, Case No. 2021-0705. The plaintiff alleges he is entitled to inspect the Company’s books and records concerning the OPTIMA Study and other materials. The Company believes that the scope of the demand is without merit and intends to defend it vigorously. At this stage of the case neither the likelihood that a loss, if any, will be realized, nor an estimate of possible loss or range of loss, if any, can be determined. In October 2021, an arbitration was commenced against the Company before the CPR Institute for Conflict Prevention & Resolution, captioned Curia New Mexico, LLC v. Celsion Corp., Case No. G-22-85-S. The claimant alleged that the Company failed to pay invoices for the manufacture of two batches of ThermoDox®. On April 19, 2023, the arbitral tribunal issued an interim award, upholding claimant’s claim with respect to one of the two batches of ThermoDox® and denied their claim with respect to the other batch of ThermoDox®. Subsequent to the interim award, the parties have settled the arbitration for an aggregate amount of $ 583,500 including interest and legal fees. |
Related Party Transaction
Related Party Transaction | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | Note 18. Related Party Transaction On November 16, 2022 the Company entered into a Convertible Note Purchase Agreement with Transomic Technologies, Inc. (“Transomic”) whereby the Company purchased $ 375,000 5 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events The Company has evaluated its subsequent events from March 31, 2023, through the date these consolidated financial statements were issued. On April 21, 2023, the Company repaid the loan to SVB for a total payment of $ 6,446,667 6 |
Restricted Cash (Tables)
Restricted Cash (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Cash and Cash Equivalents and Restricted Cash | The following table reconciles cash and cash equivalents and restricted cash per the balance sheet to the condensed statements of cash flows: Schedule of Cash and Cash Equivalents and Restricted Cash March 31, 2023 December 31, 2022 Cash and cash equivalents $ 10,400,813 $ 11,492,841 Money market investments, restricted cash 6,000,000 6,000,000 Total $ 16,400,813 $ 17,492,841 |
Investment in Debt Securities_2
Investment in Debt Securities-Available for Sale (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cost, Fair Value and Maturities of Short Term Investments | Schedule of Cost, Fair Value and Maturities of Short Term Investments March 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Short-term investments U.S. Treasury securities $ 5,960,208 $ 5,954,560 $ - $ - Corporate debt securities 14,691,354 14,820,880 21,227,991 21,254,485 Total $ 20,651,562 $ 20,775,440 $ 21,227,991 $ 21,254,485 March 31, 2023 December 31, 2022 Cost Fair Value Cost Fair Value Short-term investment maturities Within 3 months $ 4,375,988 $ 4,461,035 $ 4,005,559 $ 3,994,590 Between 3-12 months 16,275,574 16,314,405 17,222,432 17,259,895 Total $ 20,651,562 $ 20,775,440 $ 21,227,991 $ 21,254,485 |
Summary of Investment Securities Gross Unrealized Gains (Losses) | The following table shows the Company’s investment in debt securities available for sale gross unrealized gains (losses) and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2023 and December 31, 2022. The Company has reviewed individual securities to determine whether a decline in fair value below the amortizable cost basis is other than temporary. Summary of Investment Securities Gross Unrealized Gains (Losses) March 31, 2023 December 31, 2022 Available for sale securities (all unrealized holding gains and losses are less than 12 months at date of measurement) Fair Value Unrealized Holding Gains (Losses) Fair Value Unrealized Holding Gains (Losses) Investments in debt securities with unrealized gains $ 13,812,765 $ 132,235 $ 13,278,505 $ 43,508 Investments in debt securities with unrealized losses 6,962,675 (8,358 ) 7,975,980 (17,014 ) Total $ 20,775,440 $ 123,877 $ 21,254,485 $ 26,494 |
Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends | Investment (loss) income, which includes net realized losses on sales of available for sale securities and investment income interest and dividends, is summarized as follows: Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends 2023 2022 For the Three Months Ended March 31, 2023 2022 Interest and dividends accrued and paid $ 149,986 $ 14,442 Realized gains (losses) 103,084 (2,338 ) Investment income, net $ 253,070 $ 12,104 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements | |
Schedule of Fair Value, Assets and Liabilities Measured On Recurring Basis | Assets and liabilities measured at fair value are summarized below: Schedule of Fair Value, Assets and Liabilities Measured On Recurring Basis Total Fair Value Quoted Prices in Active Markets for Identical Assets/Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Recurring items as of March 31, 2023 Corporate debt securities and U.S. treasury obligations, available for sale $ 20,775,440 $ – $ - $ 20,775,440 Recurring items as of December 31, 2022 Corporate debt securities, available for sale $ 21,254,485 $ – $ - $ 21,254,485 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities at March 31, 2023 and December 31, 2022 include the following: Schedule of Other Accrued Liabilities March 31, December 31, Amounts due to contract research organizations and other contractual agreements $ 2,302,461 $ 2,196,711 Accrued payroll and related benefits 967,620 2,139,927 Accrued interest 40,417 37,583 Accrued professional fees 505,911 215,402 Other 97,600 205,313 Total $ 3,914,009 $ 4,794,936 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Future Principal Payments, Net of Unamortized Debt Discounts | Following is a schedule of future principal payments, net of unamortized debt discounts and amortized end-of-term fee, due on the SVB Loan Facility: Schedule of Future Principal Payments, Net of Unamortized Debt Discounts As of March 31, 2023 $ 1,500,000 2024 3,000,000 2025 1,500,000 2026 and thereafter – Subtotal of future principal payments 6,000,000 Amortized end-of term fee, net 80,413 Total $ 6,080,413 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Awards and Restricted Stock Grants | A summary of stock option awards and restricted stock grants, inclusive of awards granted under the 2018 Stock Plan and Inducement Option Grants for the three-months ended March 31, 2023 is presented below: Summary of Stock Options Awards and Restricted Stock Grants Stock Options Restricted Stock Awards Weighted Average Options Outstanding Weighted Average Exercise Price Non-vested Restricted Stock Outstanding Weighted Average Grant Date Fair Value Contractual Terms of Equity Awards (in years) Equity awards outstanding at January 1, 2023 760,220 $ 4.55 69,650 $ 1.92 Equity awards granted 330,000 $ 1.32 1,100 $ 1.32 Equity Awards vested and issued - - (200 ) 4.60 Equity awards terminated (35,772 ) $ 10.61 (200 ) $ 4.60 Equity awards outstanding at March 31, 2023 1,054,448 $ 3.33 70,350 $ 1.90 9.3 Aggregate intrinsic value of outstanding equity awards at March 31, 2023 $ - $ - Equity awards exercisable at March 31, 2023 386,913 $ 5.49 6.44 Aggregate intrinsic value of equity awards exercisable at March 31, 2023 $ - |
Schedule of Assumptions Used to Determine Fair Value of Options Granted | The fair values of stock options granted were estimated at the date of grant using the Black-Scholes option pricing model. The Black-Scholes model was originally developed for use in estimating the fair value of traded options, which have different characteristics from the Company’s stock options. The model is also sensitive to changes in assumptions, which can materially affect the fair value estimate. The Company used the following assumptions for determining the fair value of options granted under the Black-Scholes option pricing model: Schedule of Assumptions Used to Determine Fair Value of Options Granted For the Three Months Ended March 31, 2023 2022 Risk-free interest rate 3.39 % 1.74 % Expected volatility 107.03 111.91 % 108.5 % Expected life (in years) 9.0 10.0 8.5 9.0 Expected dividend yield 0.0 % 0.0 % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Summary of Warrant Activity | Following is a summary of all warrant activity for the three-month period ended March 31, 2023: Summary of Warrant Activity Warrants Number of Issued Weighted Average Exercise Price Warrants outstanding at December 31, 2022 168,519 $ 19.78 Warrants expired during the three months ended March 31, 2023 (4,059 ) $ 31.05 Warrants outstanding at March 31, 2023 164,460 $ 19.51 Aggregate intrinsic value of outstanding warrants at March 31, 2023 $ - Weighted average remaining contractual terms at March 31, 2023 2.9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases | |
Schedule of Lease Payments and Maturity of Operating Lease Liabilities | The following is a table of the lease payments and maturity of the Company’s operating lease liabilities as of March 31, 2023: Schedule of Lease Payments and Maturity of Operating Lease Liabilities 2023 $ 391,967 2024 348,881 2025 355,859 2026 362,976 and thereafter 401,139 Subtotal future lease payments 1,860,822 Less imputed interest (369,344 ) Total lease liabilities $ 1,491,478 Weighted average remaining life 4.51 Weighted average discount rate 9.98 % |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash and cash equivalents, short-term investments | $ 31,300,000 | |
Restricted cash | 6,000,000 | |
Operating losses | (5,591,365) | $ (10,474,332) |
NEW JERSEY | ||
Operating losses | $ 1,800,000 |
Schedule of Cash and Cash Equiv
Schedule of Cash and Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Cash and cash equivalents | $ 10,400,813 | $ 11,492,841 |
Money market investments, restricted cash | 6,000,000 | 6,000,000 |
Total | $ 16,400,813 | $ 17,492,841 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Line of Credit Facility [Line Items] | ||
Restricted investments | $ 6,000,000 | $ 6,000,000 |
Silicon Valley Bank [Member] | ||
Line of Credit Facility [Line Items] | ||
Restricted investments | $ 6,000,000 | $ 6,000,000 |
Net Loss per Common Share (Deta
Net Loss per Common Share (Details Narrative) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive securities | 1,289,258 | 836,097 |
Schedule of Cost, Fair Value an
Schedule of Cost, Fair Value and Maturities of Short Term Investments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Marketable Securities [Line Items] | ||
Short-term investments - Cost | $ 20,651,562 | $ 21,227,991 |
Short-term investments - Fair Value | 20,775,440 | 21,254,485 |
Short-term investment maturities - Within 3 months, cost | 4,375,988 | 4,005,559 |
Short-term investment maturities - Within 3 months, fair value | 4,461,035 | 3,994,590 |
Short-term investment maturities - Between 3-12 months, cost | 16,275,574 | 17,222,432 |
Short-term investment maturities - Between 3-12 months, fair value | 16,314,405 | 17,259,895 |
Total, cost | 20,651,562 | 21,227,991 |
Total, fair value | 20,775,440 | 21,254,485 |
US Treasury Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 5,960,208 | |
Short-term investments - Fair Value | 5,954,560 | |
Corporate Debt Securities [Member] | ||
Marketable Securities [Line Items] | ||
Short-term investments - Cost | 14,691,354 | 21,227,991 |
Short-term investments - Fair Value | $ 14,820,880 | $ 21,254,485 |
Summary of Investment Securitie
Summary of Investment Securities Gross Unrealized Gains (Losses) (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Investments with unrealized gains, Fair Value | $ 13,812,765 | $ 13,278,505 |
Investments with unrealized gains, Unrealized Holding Gains (Losses) | 132,235 | 43,508 |
Investments with unrealized losses, Fair Value | 6,962,675 | 7,975,980 |
Investments with unrealized Losses, Unrealized Holding Gains (Losses) | (8,358) | (17,014) |
Total, Fair Value | 20,775,440 | 21,254,485 |
Total, Unrealized Holding Gains (Losses) | $ 123,877 | $ 26,494 |
Summary of Net Realized Losses
Summary of Net Realized Losses On Sales of Available for Sale Securities and Investment Income Interest and Dividends (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest and dividends accrued and paid | $ 149,986 | $ 14,442 |
Realized gains (losses) | 103,084 | (2,338) |
Investment income, net | $ 253,070 | $ 12,104 |
Investment in Debt Securities_3
Investment in Debt Securities-Available for Sale (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investments, Debt and Equity Securities [Abstract] | ||
Investment in debt securities - available for sale, at fair value | $ 20,775,440 | $ 21,254,485 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets and Liabilities Measured On Recurring Basis (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 20,775,440 | $ 21,254,485 |
Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 14,820,880 | 21,254,485 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | 20,775,440 | 21,254,485 |
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | ||
Fair Value, Recurring [Member] | Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investment in debt securities - available for sale, at fair value | $ 20,775,440 | $ 21,254,485 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - In Process Research and Development [Member] - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | |
EGEN Inc [Member] | IPR and D Drug Technology Platforms [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated acquisition price | $ 24.2 | ||
IPR and D Drug Technology Platforms [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Asset impairment charges | $ 13.4 | ||
Non-cash charge | $ 13.4 |
Schedule of Other Accrued Liabi
Schedule of Other Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Amounts due to contract research organizations and other contractual agreements | $ 2,302,461 | $ 2,196,711 |
Accrued payroll and related benefits | 967,620 | 2,139,927 |
Accrued interest | 40,417 | 37,583 |
Accrued professional fees | 505,911 | 215,402 |
Other | 97,600 | 205,313 |
Total | $ 3,914,009 | $ 4,794,936 |
Schedule of Future Principal Pa
Schedule of Future Principal Payments, Net of Unamortized Debt Discounts (Details) | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,500,000 |
2024 | 3,000,000 |
2025 | 1,500,000 |
2026 and thereafter | |
Subtotal of future principal payments | 6,000,000 |
Amortized end-of term fee, net | 80,413 |
Total | $ 6,080,413 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Jun. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Restricted cash | $ 6,000,000 | ||
Financing fees and expenses | 159,985 | $ 94,690 | |
Silicon Valley Bank [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Proceeds from lines of credit | 6,000,000 | ||
Restricted cash | $ 6,000,000 | ||
Debt instrument, interest rate | 8% | ||
Final payment percentage | 3% | ||
Long term line of credit | $ 10,000,000 | ||
Debt instrument, description | Payments under the loan agreement are interest only for the first 24 months after loan closing, followed by a 24-month amortization period of principal and interest through the scheduled maturity date. | ||
Financing fees and expenses | $ 243,370 | ||
End of term charge percentage | 3% | ||
Interest expense | $ 300,000 | ||
Interest expense, debt | 115,292 | 49,375 | |
Amortization of debt issuance costs | $ 44,693 | $ 45,513 |
Stockholders_ Equity (Details N
Stockholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Apr. 19, 2023 | May 25, 2022 | Apr. 06, 2022 | Jan. 10, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Mar. 03, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Reverse stock split, description | On February 28, 2022, the Company effected a 15-for-1 reverse stock split of its common stock which was made effective for trading purposes as of the commencement of trading on March 1, 2022. As of that date, each 15 shares of issued and outstanding common stock and equivalents was consolidated into one share of common stock. All shares have been restated to reflect the effects of the 15-for-1 reverse stock split. In addition, at the market open on March 1, 2022, the Company’s common stock started trading under a new CUSIP number 15117N602 although the Company’s ticker symbol, CLSN, remained unchanged. | |||||||
Reverse stock split common stock outstanding | 5,770,467 | |||||||
Common stock, shares outstanding | 9,097,005 | 7,436,197 | ||||||
Stock issued during period, value, new issues | $ 2,474,362 | |||||||
Preferred stock, shares issued | 0 | 0 | ||||||
Preferred stock, stated value | $ 300 | $ 0.01 | $ 0.01 | $ 300 | ||||
Share price | $ 285 | |||||||
OriginalIssueDiscountRate | 5% | |||||||
Proceeds from issuance of preferred stock | $ 28,500,000 | |||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||||
Redemption term description | Each holder of the Preferred Stock had the right to cause the Company to redeem all or part of their shares of the Preferred Stock from the earlier of receipt of stockholder approval of the Reverse Stock Split or of 90 days following the original issue date until 120 days following the original issue date, the “Redemption Date,” in cash at a redemption price equal to 105% of the stated value plus an amount equal to accumulated but unpaid dividends, if any, on such shares (whether or not earned or declared, but excluding interest on such dividends) up to, but excluding, the Redemption Date. | |||||||
Proceeds from issuance under placement | $ 1,000,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Interest expense on preferred stock | $ (4,551,567) | |||||||
Shares issued, redemption value | ||||||||
Legal fees | $ 583,500 | |||||||
Proceeds from issuance of common stock | $ 2,474,364 | |||||||
Series A Convertible Redeemable Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares issued | 50,000 | |||||||
Preferred stock, stated value | $ 0.01 | |||||||
Share price | $ 300 | |||||||
Proceeds from issuance of preferred stock | $ 14,250,000 | |||||||
Preferred stock, conversion price | $ 13.65 | |||||||
Conversion of stock, shares issued | 1,098,901 | |||||||
Common stock, par value | $ 13.65 | |||||||
Preferred stock, shares outstanding | 50,000 | |||||||
Series B Convertible Redeemable Preferred Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Preferred stock, shares issued | 50,000 | |||||||
Preferred stock, stated value | $ 0.01 | |||||||
Share price | $ 300 | |||||||
Proceeds from issuance of preferred stock | $ 14,250,000 | |||||||
Preferred stock, conversion price | $ 15 | |||||||
Conversion of stock, shares issued | 1,000,000 | |||||||
Preferred stock, voting rights | right to cast 3,000 votes per share of Series B Preferred Stock on the Reverse Stock Split. | |||||||
Common stock, par value | $ 15 | |||||||
Preferred stock, shares outstanding | 50,000 | |||||||
Series A & B Preferred [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Proceeds from issuance under placement | 1,110,000 | |||||||
Interest expense on preferred stock | 4,551,567 | |||||||
Shares issued, redemption value | 3,000,000 | |||||||
Legal fees | 441,567 | |||||||
Market Offering Agreement [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Stock issued during period, value, new issues | $ 7,500,000 | |||||||
Number of shares sold | 1,660,608 | 336,075 | ||||||
Proceeds from sale of stock | $ 2,474,362 | $ 503,798 | ||||||
Securities Purchase Agreement [Member] | April 2022 Registered Direct Offering [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Share price | $ 5.27 | |||||||
Stock issued, shares | 1,328,274 | |||||||
Proceeds from issuance of common stock | $ 7,000,000 | |||||||
Placement agent fee description | In connection with the April 2022 Offering, the Company entered into a placement agent agreement with A.G.P./Alliance Global Partners (the “April 2022 Placement Agent”) pursuant to which the Company agreed to pay the April 2022 Placement Agent a cash fee equal to 6.5% of the aggregate gross proceeds raised from the sale of the securities sold in the April 2022 Offering and reimburse the April 2022 Placement Agent for certain of their expenses in an amount not to exceed $50,000. | |||||||
Maximum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares outstanding | 6,600,000 | |||||||
Warrants issued | 2,500,000 | |||||||
Proceeds from issuance under placement | $ 110,000 | |||||||
Minimum [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Common stock, shares outstanding | 400,000 | |||||||
Warrants issued | 200,000 | |||||||
Common Stock [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Reverse stock split common stock outstanding | 86,557,736 | |||||||
Stock issued during period, value, new issues | $ 16,606 | |||||||
Shares issued, redemption value | ||||||||
Stock issued, shares | 1,660,608 |
Summary of Stock Options Awards
Summary of Stock Options Awards and Restricted Stock Grants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Weighted average exercise price, granted | $ 1.32 | $ 4.16 |
Weighted average contractual terms, exercisable | 6 years 5 months 8 days | |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding, beginning balance | 760,220 | |
Weighted average exercise price, beginning balance | $ 4.55 | |
Options outstanding, granted | 330,000 | |
Weighted average exercise price, granted | $ 1.32 | |
Options outstanding, vested and issued | ||
Weighted average exercise price, vested and issued | ||
Options outstanding, Terminated | (35,772) | |
Weighted average exercise price, Terminated | $ 10.61 | |
Options outstanding, ending balance | 1,054,448 | |
Weighted average exercise price, ending balance | $ 3.33 | |
Weighted average contractual terms | 9 years 3 months 18 days | |
Options outstanding, aggregate intrinsic value | ||
Options outstanding, exercisable | 386,913 | |
Weighted average exercise price, exercisable | $ 5.49 | |
Options outstanding, aggregate intrinsic value, exercisable | ||
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested stock awards, beginning balance | 69,650 | |
Weighted average grant date fair value, beginning balance | $ 1.92 | |
Non-vested stock awards, granted | 1,100 | |
Weighted average grant date fair value, granted | $ 1.32 | |
Non-vested stock awards, vested and issued | (200) | |
Weighted average grant date fair value, vested and issued | $ 4.60 | |
Non-vested stock awards, Terminated | (200) | |
Weighted average grant date fair value, Terminated | $ 4.60 | |
Non-vested stock awards, ending balance | 70,350 | |
Weighted average grant date fair value, ending balance | $ 1.90 | |
Non-vested stock awards, aggregate intrinsic value |
Schedule of Assumptions Used to
Schedule of Assumptions Used to Determine Fair Value of Options Granted (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 3.39% | 1.74% |
Expected volatility, minimum | 107.03% | |
Expected volatility, maximum | 111.91% | |
Expected volatility | 108.50% | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 9 years | 8 years 6 months |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected life (in years) | 10 years | 9 years |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||||||||
Mar. 17, 2023 | Dec. 13, 2022 | Sep. 27, 2022 | Jul. 19, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 10, 2021 | Jun. 15, 2020 | May 14, 2019 | May 15, 2018 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Options granted, weighted average exercise price | $ 1.32 | $ 4.16 | |||||||||
Common stock, outstanding | 9,097,005 | 7,436,197 | |||||||||
Unrecognized share based compensation | $ 0.8 | ||||||||||
Inducement Awards [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock, outstanding | 209,751 | ||||||||||
Equity Stock Awards [Member] | Granted Under 2018 Plan and 2007 Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock, reserved for future issuance | 844,697 | ||||||||||
Stock Options and Restricted Stock Awards [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation | $ 0.3 | $ 1 | |||||||||
Stock Options and Restricted Stock Awards [Member] | Research and Development Expense [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation | 0.1 | 0.4 | |||||||||
Stock Options and Restricted Stock Awards [Member] | General and Administrative Expense [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share based compensation | $ 0.2 | $ 0.6 | |||||||||
Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued, shares | 1,660,608 | ||||||||||
Minimum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock, outstanding | 400,000 | ||||||||||
Unrecognized share based compensation, period | 3 years | ||||||||||
Maximum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Common stock, outstanding | 6,600,000 | ||||||||||
Unrecognized share based compensation, period | 4 years | ||||||||||
2018 Stock Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Share-based payment award, shares authorized | 180,000 | ||||||||||
Shares available for issuance | 100,376 | ||||||||||
Common stock, reserved for future issuance | 945,073 | ||||||||||
2018 Stock Incentive Plan [Member] | Minimum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares available for issuance | 513,333 | 166,667 | 80,000 | ||||||||
2018 Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares available for issuance | 940,000 | 426,667 | 260,000 | ||||||||
2007 Stock Incentive Plan [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Stock options, strike price description | Options are generally granted with strike prices equal to the fair market value of a share of common stock on the date of grant. Incentive stock options may be granted to purchase shares of common stock at a price not less than 100% of the fair market value of the underlying shares on the date of grant, provided that the exercise price of any incentive stock option granted to an eligible employee owning more than 10% of the outstanding stock of the Company must be at least 110% of such fair market value on the date of grant. Only officers and key employees may receive incentive stock options. | ||||||||||
Inducement Option Grants [Member] | Ten New Employees [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Options granted, weighted average exercise price | $ 1.32 | $ 1.40 | $ 1.65 | $ 1.95 | |||||||
Inducement Option Grants [Member] | Ten New Employees [Member] | Restricted Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued, shares | 1,100 | 4,000 | 2,250 | 63,000 | |||||||
Inducement Option Grants [Member] | Ten New Employees [Member] | Common Stock [Member] | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||
Shares issued, shares | 5,230 | 19,000 | 8,501 | 177,000 |
Earn-Out Milestone Liability (D
Earn-Out Milestone Liability (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 20, 2014 | Dec. 31, 2022 | Mar. 28, 2019 | |
EGWC, Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout payment options description | each milestone (10% to 67%) and utilizing a discount rate based on the estimated time to achieve the milestone (1.5 to 2.5 years). | ||
Non-cash charge on earnout milestone liability | $ 5.4 | ||
Amended Asset Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | $ 13.9 | $ 12.4 | |
Amended Asset Purchase Agreement [Member] | Within One Year of Achieving Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | $ 30.4 | ||
Amended Asset Purchase Agreement [Member] | 10 Business Days of Achieving Milestone [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Earnout milestone liability | $ 7 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Warrants | |
Number of Warrants Issued, Warrants outstanding, Beginning balance | shares | 168,519 |
Weighted Average Exercise Price, Warrants outstanding, Beginning balance | $ / shares | $ 19.78 |
Number of Warrants Issued, warrants expired | shares | (4,059) |
Weighted Average Exercise Price, Warrants expired | $ / shares | $ 31.05 |
Number of Warrants Issued, Warrants outstanding, Ending balance | shares | 164,460 |
Weighted Average Exercise Price, Warrants outstanding, Ending balance | $ / shares | $ 19.51 |
Aggregate intrinsic value of outstanding warrants | $ | |
Weighted average remaining contractual terms (years) | 2 years 10 months 24 days |
Schedule of Lease Payments and
Schedule of Lease Payments and Maturity of Operating Lease Liabilities (Details) | Mar. 31, 2023 USD ($) |
Leases | |
2023 | $ 391,967 |
2024 | 348,881 |
2025 | 355,859 |
2026 | 362,976 |
and thereafter | 401,139 |
Subtotal future lease payments | 1,860,822 |
Less imputed interest | (369,344) |
Total lease liabilities | $ 1,491,478 |
Operating lease, weighted average remaining lease term | 4 years 6 months 3 days |
Operating lease, weighted average discount rate, percent | 9.98% |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 09, 2019 | Jan. 31, 2023 USD ($) ft² | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2011 ft² | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Lease operating, description | In 2011, the Company executed a lease (the “Lease”) with Brandywine Operating Partnership, L.P. (“Brandywine”), a Delaware limited partnership, for a 10,870 square foot premises located in Lawrenceville, New Jersey and relocated its offices to Lawrenceville, New Jersey from Columbia, Maryland. The Lease had an initial term of 66 months. In late 2015, Lenox Drive Office Park LLC assumed the Lease | ||||
Area of land | ft² | 10,870 | ||||
Operating lease, term | 66 months | ||||
Operating lease, cost | $ 159,276 | $ 146,936 | |||
Operating lease, payments | 166,705 | $ 149,573 | |||
1st Lease Amendment [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Lease operating, description | increase the size of the premises by 2,285 square feet to 9,850 square feet and also extended the lease term by one year to September 1, 2023. | ||||
Second Lease Amendment [Member] | First Year [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for rent | 25,035 | ||||
Second Lease Amendment [Member] | Final Year [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for rent | $ 27,088 | ||||
Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of land | ft² | 11,420 | ||||
Lease Agreement [Member] | Minimum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for rent | $ 28,550 | ||||
Lease Agreement [Member] | Maximum [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payments for rent | $ 30,903 |
Technology Development and Li_2
Technology Development and Licensing Agreements (Details Narrative) - Hisun [Member] $ in Millions | Jan. 18, 2013 USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |
Proceeds from license fees received | $ 5 |
Deferred revenue | $ 5 |
Deferred revenue amortization period | 10 years |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Apr. 19, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Fees | $ 583,500 |
Related Party Transaction (Deta
Related Party Transaction (Details Narrative) - Convertible Note Purchase Agreement [Member] - Transomic Technologies Inc [Member] | Nov. 16, 2022 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Convertable and warrants | $ 375,000 |
Interest rate, percentage | 5% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | Apr. 21, 2023 USD ($) |
Subsequent Event [Line Items] | |
Repaid loan payment | $ 6,446,667 |
Collateral account | $ 6 |