Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 29, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-15327 | ||
Entity Registrant Name | LadRx Corporation | ||
Entity Central Index Key | 0000799698 | ||
Entity Tax Identification Number | 58-1642740 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 11726 San Vicente Blvd | ||
Entity Address, Address Line Two | Suite 650 | ||
Entity Address, City or Town | Los Angeles | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90049 | ||
City Area Code | (310) | ||
Local Phone Number | 826-5648 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 1.1 | ||
Entity Common Stock, Shares Outstanding | 495,092 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company | ||
Auditor Location | Los Angeles, California | ||
Common Stock 0.001 Par Value Per Share [Member] | |||
Title of 12(b) Security | Common Stock, $0.001 par value per share | ||
Trading Symbol | LADX | ||
Series B Junior Participating Preferred Stock Purchase Rights [Member] | |||
Title of 12(b) Security | Series B Junior Participating Preferred Stock Purchase Rights |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 2,070,075 | $ 1,374,992 |
Prepaid expenses and other current assets | 191,783 | 628,745 |
Total current assets | 2,261,858 | 2,003,737 |
Equipment and furnishings, net | 6,711 | 18,546 |
Other assets | 7,703 | 7,703 |
Operating lease right-of-use assets | 31,610 | 216,786 |
Total assets | 2,307,882 | 2,246,772 |
Current liabilities: | ||
Accounts payable | 1,202,689 | 975,944 |
Accrued expenses and other current liabilities | 964,233 | 1,015,501 |
Current portion of operating lease obligations | 33,606 | 196,081 |
Total current liabilities | 2,200,528 | 2,187,526 |
Operating lease liabilities, net of current portion | 33,526 | |
Total liabilities | 2,200,528 | 2,221,052 |
Preferred Stock, Series C 10% Convertible, $1,000 par value, 0 and 2,752 shares issued and outstanding at December 31, 2023 and 2022, respectively | 1,343,684 | |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred Stock, $0.01 par value, 833,333 shares authorized, including 50,000 shares of Series B Junior Participating Preferred Stock; no shares issued and outstanding at December 31, 2023 and 2022, respectively | ||
Common stock, $0.001 par value, 62,393,940 shares authorized; 495,092 and 450,374 shares issued and outstanding at December 31, 2023 and 2022, respectively | 495 | 450 |
Additional paid-in capital | 488,612,890 | 487,519,251 |
Accumulated deficit | (488,506,031) | (488,837,665) |
Total stockholders’ equity (deficit) | 107,354 | (1,317,964) |
Total liabilities and stockholders’ equity (deficit) | $ 2,307,882 | $ 2,246,772 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 833,333 | 833,333 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 62,393,940 | 62,393,940 |
Common stock, shares issued | 495,092 | 450,374 |
Common stock, shares outstanding | 495,092 | 450,374 |
Series C 10% Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 1,000 | $ 1,000 |
Temporary equity, shares issued | 0 | 2,752 |
Temporary equity, shares outstanding | 0 | 2,752 |
Series B Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 50,000 | 50,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Licensing revenue | ||
Expenses: | ||
General and administrative | 3,532,302 | 4,545,884 |
Research and development | 279,489 | |
Depreciation and amortization | 11,835 | 15,004 |
Total operating expenses | 3,823,626 | 4,560,888 |
Loss from operations | (3,823,626) | (4,560,888) |
Other income (expense): | ||
Forgiveness of accounts payable | 351,241 | |
Interest income | 55,434 | 11,689 |
Sale of royalty and milestone rights, net of transaction costs | 4,167,219 | |
Other income (expense), net | 1,416 | (2,615) |
Net Income (Loss) | 400,443 | (4,200,573) |
Dividends paid on preferred shares | (68,809) | (561,381) |
Net income (loss) attributable to common stockholders | $ 331,634 | $ (4,761,954) |
Basic income (loss) per share | $ 0.68 | $ (0.11) |
Diluted income (loss) per share | $ 0.68 | $ (0.11) |
Basic weighted average shares outstanding | 488,392 | 450,374 |
Diluted weighted average shares outstanding | 488,392 | 450,374 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 388 | $ 484,829,042 | $ (484,075,711) | $ 753,719 | |
Balance, shares at Dec. 31, 2021 | 387,800 | ||||
Issuance of common stock upon conversion of preferred shares | $ 62 | 2,678,954 | 2,679,016 | ||
Issuance of common stock upon conversion of preferred shares, shares | 62,360 | ||||
Exercise of stock options | |||||
Exercise of stock options, shares | 214 | 500 | |||
Issuance of restricted stock for compensation and services | 11,255 | $ 11,255 | |||
Preferred dividend | (561,381) | (561,381) | |||
Net income (loss) | (4,200,573) | (4,200,573) | |||
Balance at Dec. 31, 2022 | $ 450 | 487,519,251 | (488,837,665) | (1,317,964) | |
Balance, shares at Dec. 31, 2022 | 450,374 | ||||
Issuance of common stock upon conversion of preferred shares | $ 31 | 1,343,653 | $ 1,343,684 | ||
Issuance of common stock upon conversion of preferred shares, shares | 31,277 | ||||
Exercise of stock options, shares | |||||
Preferred dividend | (68,809) | $ (68,809) | |||
Net income (loss) | 400,443 | 400,443 | |||
Increase in fractional shares upon reverse stock split | $ 13 | (13) | |||
Increase in fractional shares upon reverse stock split, shares | 13,191 | ||||
Issuance of common stock | $ 1 | (1) | |||
Issuance of common stock ,shares | 250 | ||||
Payment to redeem investment option | (250,000) | (250,000) | |||
Balance at Dec. 31, 2023 | $ 495 | $ 488,612,890 | $ (488,506,031) | $ 107,354 | |
Balance, shares at Dec. 31, 2023 | 495,092 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) from operations | $ 400,443 | $ (4,200,573) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 11,834 | 15,004 |
Stock-based compensation expense | 11,255 | |
Changes in assets and liabilities: | ||
Insurance receivable | 200,000 | |
Prepaid expenses and other current assets | 436,961 | 681,637 |
Reduction of right of-use assets | 185,176 | 180,306 |
Accounts payable | 226,745 | (494,708) |
Other assets | 9,133 | |
Decrease in lease liabilities | (196,002) | (185,593) |
Accrued expenses and other current liabilities | (51,265) | (1,049,005) |
Net cash provided by (used in) operating activities | 1,013,892 | (4,832,464) |
Cash flows from investing activities: | ||
Purchases of equipment and furnishings | (766) | |
Net cash used in investing activities | (766) | |
Cash flows from financing activities: | ||
Purchase of Investment Option | (250,000) | |
Preferred stock dividend | (68,809) | (561,381) |
Net cash used in financing activities | (318,809) | (561,381) |
Net increase (decrease) in cash and cash equivalents | 695,083 | (5,394,611) |
Cash and cash equivalents at beginning of year | 1,374,992 | 6,769,603 |
Cash and cash equivalents at end of year | 2,070,075 | 1,374,992 |
Non-cash investing and financing activities | ||
Issuance of common stock upon conversion of preferred shares | $ 1,343,684 | $ 2,679,016 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business LadRx Corporation (“LadRx” or the Company) is a biopharmaceutical research and development company specializing in oncology. The Company’s focus is on the discovery, research and clinical development of novel anti-cancer drug candidates that employ novel technologies that target chemotherapeutic drugs to solid tumors and reduce off-target toxicities. During 2017, the Company’s discovery laboratory in Freiburg, Germany synthesized and tested over 75 rationally designed drug candidates with highly potent anti-cancer payloads, culminating in the creation of two distinct classes of compounds. Four lead candidates (LADR 7 through LADR-10) were selected based on in vitro On June 1, 2018, the Company launched Centurion BioPharma Corporation (“Centurion”), a wholly-owned private subsidiary, and transferred to Centurion all of its assets, liabilities and personnel associated with the laboratory operations in Freiburg, Germany. In connection with said transfer, the Company and Centurion entered into a Management Services Agreement whereby the Company agreed to render advisory, consulting, financial and administrative services to Centurion, for which Centurion shall reimburse the Company for the cost of such services plus a 5 On March 9, 2022, Centurion merged with and into LadRx, with LadRx absorbing all of Centurion’s assets and continuing after the merger as the surviving entity (the “Merger”). The Merger was implemented through an agreement and plan of merger pursuant to Section 253 of the General Corporation Law of the State of Delaware and did not require approval from either our or Centurion’s stockholders. The Certificate of Ownership merging Centurion into LadRx was filed with the Secretary of State of Delaware on March 9, 2022. Effective September 26, 2022, the Company changed its name from CytRx Corporation to LadRx Corporation pursuant to a Certificate of Amendment to our Certificate of Incorporation filed with the Secretary of State of Delaware. In accordance with the General Corporation Law of the State of Delaware (the “DGCL”), its board of directors approved the name change and the Certificate of Amendment. Pursuant to Section 242(b)(1) of the DGCL, stockholder approval was not required for the name change or the Certificate of Amendment. 2023 Reverse Stock Split The Company effected a 1-for-100 reverse stock split Any fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split were rounded up to the nearest whole share. Corporate Information LadRx is a Delaware corporation, incorporated in 1985. Our corporate offices are located at 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049, and our telephone number is (310) 826-5648. Our web site is located at http://www.ladrxcorp.com. We do not incorporate by reference into this Annual Report the information on, or accessible through, our website, and you should not consider it as part of this Annual Report. Going Concern The Company’s consolidated financial statements have been presented on the basis that it will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During the year ended December 31, 2023, although we realized a net income of $ 0.4 3.8 4.2 0.1 In order to fund our business and operations, we have relied primarily upon sales of our equity securities, including proceeds from the exercise of stock options and common stock purchase warrants and long-term loan financing. We also have received limited funding from our strategic partners and licensees. We will ultimately be required to obtain additional funding in order to execute our long-term business plans, although we do not currently have commitments from any third parties to provide us with long-term debt or capital. We cannot assure that additional funding will be available on favorable terms, or at all. If we fail to obtain additional funding when needed, we may not be able to execute our business plans and our business may suffer, which would have a material adverse effect on our financial position, results of operations and cash flows. We have approximately $ 1.0 1.0 We have no commitments from third parties to provide us with any additional financing, and we may not be able to obtain future financing on favorable terms, or at all. Failure to obtain adequate financing would adversely affect our ability to operate as a going concern. If we raise additional funds by issuing equity securities, dilution to stockholders may result and new investors could have rights superior to some or all of our existing equity holders. In addition, debt financing, if available, may include restrictive covenants. If adequate funds are not available to us, we may have to liquidate some or all of our assets or to delay or reduce the scope of or eliminate some portion or all of our development programs or clinical trials. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Revenue Recognition Cash Equivalents Equipment and Furnishings Patents and Patent Application Costs Net Income (Loss) Per Share of Common Stock Schedule of Share Excluded from Computation of Diluted Loss Per Share 2023 2022 As of December 31, 2023 2022 Options to acquire common stock 14,000 18,477 Warrants to acquire common stock 42 42 Convertible preferred stock — 31,272 Preferred investment option — 113,637 Share excluded from computation of diluted loss per shares 14,042 163,428 Potentially dilutive stock options, warrants and securities from the table above were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Research and Development Expenses Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. Concentrations of Risks Use of Estimates New Accounting Pronouncements — The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Furnishings | 3. Equipment and Furnishings Equipment and furnishings at December 31, 2023 and 2022 consist of the following: Schedule of Equipment and Furnishings 2023 2022 Equipment and furnishings $ 48,742 $ 48,742 Less — accumulated depreciation (42,031 ) (30,196 ) Equipment and furnishings, net $ 6,711 $ 18,546 Depreciation and amortization expense for the years ended December 31, 2023 and 2022 were $ 11,834 15,004 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 4. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2023 and 2022 are summarized below. Schedule of Accrued Expenses and Other Current Liabilities 2023 2022 Professional fees $ 77,785 $ 77,785 Wages, bonuses and employee benefits 157,024 203,181 Royalties and milestones 716,155 716,155 Other 13,269 18,380 Total $ 964,233 $ 1,015,501 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 5. Leases We lease office space and office copiers related primarily to the Company’s administrative activities. The Company accounts for leases under ASC 842, Leases, In January 2020, the Company signed a new four 2,771 15,361 1,475 715,310 66,271 As of December 31, 2023, the balance of right-of-use assets was $ 31,610 33,606 Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2023 are as follows: Schedule of Future Minimum Lease Payments Operating Lease Payments Jan 2024 – Dec 2024 33,673 Total future minimum lease payments 33,673 Less: present value adjustment (67 ) Operating lease liabilities at December 31, 2023 $ 33,606 The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases Year Ended December 31, 2023 Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s Consolidated Statements of Operations) $ 200,924 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023 $ 178,092 Weighted average remaining lease term – operating leases (in years) 0.2 Average discount rate 3.5 % |
Financing Under Security Purcha
Financing Under Security Purchase Agreement | 12 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Financing Under Security Purchase Agreement | 6. Financing Under Security Purchase Agreement On July 13, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”) for aggregate gross proceeds of $ 10 9.2 20,000 88.00 1.76 8,240 10.00 1,000 8.24 93,637 88.00 10.00 The terms of the Series C Preferred Stock included beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock. 113,637 10 88.00 The Company accounted for these transactions as a single transaction for accounting purposes and allocated total proceeds to the respective instruments based upon the relative fair value of each instrument. The Company determined that the relative fair value of (i) the 20,000 859,218 8,240 4,022,700 4,293,872 5,153,090 4,022,700 In 2022, the Company paid the following dividends: on January 1, 2022, $ 206,000 202,567 84,005 68,809 561,381 68,809 On March 15, 2022, at a special meeting of its stockholders which was originally opened and subsequently adjourned on September 23, 2021, the Company’s stockholders, by an affirmative vote of the majority of the Company’s outstanding shares of capital stock, approved the amendment to the Company’s Restated Certificate of Incorporation to effect an increase in the number of shares of authorized common stock, par value $ 0.001 41,666,666 62,393,940 On March 28, 2022, the Investor converted 4,120 46,818 1,368 15,542 2,742 1,342 15,250 16,027 no Terms of Series C Preferred Stock Under the Certificate of the Designations, Powers, Preferences and Rights of Series C 10.00 Certificate of Designations Company Initiated Conversion 41,666,666 1,000 Series C Stated Value 0.88 The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “ Beneficial Ownership Limitation Each holder of shares of Preferred Stock is entitled to receive dividends, commencing from the date of issuance of the Preferred Stock. Such dividends may be paid only when, as and if declared by the Board of Directors of the Company (the “ Board 10.00 % per year. Such dividends are cumulative and continue to accrue on a daily basis whether or not declared and whether or not we have assets legally available therefore. Under the Certificate of Designations, each share of Series C Preferred Stock carries a liquidation preference equal to the Series C Stated Value plus accrued and unpaid and accumulated dividends thereon. Such liquidation preference is payable upon certain change in control transactions and accordingly, this instrument is classified as mezzanine (temporary equity). During the year ended December 31, 2021, the Company did not have enough authorized shares to issue the issuable shares under the Preferred Stock and Preferred Investment Option. The Company attempted, but was unsuccessful, to obtain stockholders’ approval for the increase in authorized shares, and accordingly, the Company was unable to meet its registration rights obligation as of December 31, 2021. As such, the Company recognized an aggregate of approximately $ 1.1 615,123 41,666,666 63,227,273 |
Stock Compensation
Stock Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Compensation | 7. Stock Compensation Stock Options The Company has a 2008 Stock Incentive Plan under which 50,000 10,500 8,000 November 20, 2018 In November 2019, the Company adopted a 2019 Stock Incentive Plan under which 54,000 3,500 250 November 14, 2029 All outstanding options issued to employees, directors and consultants were fully vested in 2020. As such, no further stock compensation expense was recognized during the years ended December 31, 2023 and 2022. On September 7, 2023, the Board approved the first amendment (the “Plan Amendment”) to the 2019 Plan, effective as of the same date. The Plan Amendment amends the 2019 Plan to (i) reflect the Company’s recent name change from CytRx Corporation to LadRx Corporation, and (ii) increase the aggregate number of shares of common stock that may be issued under the 2019 Plan, as set forth in Section 4(a) of the 2019 Plan, by an additional 75,000 There were no During the year ended December 31, 2023, there were no 500 214 The following table sets forth the total stock-based compensation expense resulting from restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2023 and 2022: Schedule of Stock-based Compensation Expense Years Ended December 31, 2023 2022 General and administrative – employee $ — $ 11,255 Total employee stock-based compensation $ — $ 11,255 Schedule of Stock Option Activity Stock Options Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 14,001 24,628 $ 768.00 $ 768.00 Granted — — — — Exercised — (500 ) — 26.00 Forfeited (2,001 ) — — — Expired (1,650 ) (10,127 ) 2,796.00 1,462.00 Outstanding — end of year 10,350 14,001 501.70 768.00 Exercisable at end of year 10,350 14,001 $ 501.70 $ 768.00 Weighted average fair value of stock options granted during the year: $ — $ — Presented below is the Company’s non-employee stock option activity: Schedule of Stock Option Activity Stock Options Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 3,650 3,650 $ 549.00 $ 549.00 Granted — — — — Exercised — — — — Expired/Forfeited — — — — Outstanding — end of year 3,650 3,650 549.00 549.00 Exercisable at end of year 3,650 3,650 $ 549.00 $ 549.00 Weighted average fair value of stock options granted during the year: $ — $ — The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2023: Schedule of Ranges of Outstanding Stock Options Range of Number of Options Weighted- Weighted- Number of Options Exercisable Weighted- Weighted- $ 26.00 100.00 3,500 5.95 $ 26.00 3,500 5.95 $ 26.00 $ 101.00 200.00 6,066 3.71 $ 195.29 6,066 3.71 $ 195.29 $ 201.00 300.00 3,499 1.83 $ 1,201.20 3,499 1.83 $ 1,201.20 $ 301.00 4,146.00 935 0.80 $ 1,656.29 935 0.80 $ 1,656.29 14,000 3.61 $ 501.70 14,000 3.61 $ 501.70 There was no Equity-Classified Warrants A summary of the Company’s warrant activity and related information for the years ended December 31, 2023 and 2022 are shown below. Schedule of Warrants Activity and Related Information Warrants Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 42 42 $ 3,360.00 $ 3,360.00 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding — end of year 42 42 3,360.00 3,360.00 Exercisable at end of year 42 42 $ 3,360.00 $ 3,360.00 Weighted average fair value of warrants granted during the year: $ — $ — The outstanding warrants as of December 31, 2023 had no |
Xoma
Xoma | 12 Months Ended |
Dec. 31, 2023 | |
Xoma | |
Xoma | 8. Xoma Royalty Purchase Agreement with XOMA On June 21, 2023, the Company, entered into (i) a Royalty Purchase Agreement (the “Royalty Agreement”) with XOMA (US) LLC (“XOMA”), for the sale, transfer, assignment and conveyance of the Company’s right, title and interest in and to certain royalty payments and milestone payments with respect to aldoxorubicin, and (ii) an Assignment and Assumption Agreement (the “Assignment Agreement”) with XOMA for the sale, transfer, assignment and conveyance of the Company’s right, title and interest in the Asset Purchase Agreement (the “2011 Arimoclomol Agreement”) between the Company and Orphazyme ApS (“Orphazyme”), dated as of May 13, 2011, and assigned to Zevra Denmark A/S (“Zevra Denmark”), effective as of June 1, 2022, which includes certain royalty and milestone payments with respect to arimoclomol. The combined aggregate purchase price paid to the Company for the sale, transfer, assignment and conveyance of the Company’s right, title and interest in and to aldoxorubicin and arimoclomol was $ 5 The Royalty Agreement and the Assignment Agreement also provide for up to an additional $ 6 6 1 1 4 Pursuant to the Royalty Agreement, the Company agreed to sell, transfer, assign and convey to XOMA, among other payments, all royalty payments and regulatory and commercial milestone payments payable to the Company pursuant to the worldwide license agreement, dated July 27, 2017, by and between the Company and Immunity Bio, Inc.. The Royalty Agreement also provides for the sharing of certain rights with XOMA to bring any action, demand, proceeding or claim as related to receiving such payments. Management determined that the Royalty Agreement is not considered to be with a customer, and it does not fall within the scope of ASC 606. Instead, the Royalty Agreement represents an in-substance sale of nonfinancial assets, and, therefore, should be accounted for within the scope of ASC 610-20. As such, the Company recognized such net proceeds of $ 4.2 Assignment and Assumption Agreement with XOMA On June 21, 2023, the Company entered into the Assignment Agreement with XOMA, pursuant to which, among others, the Company agreed to sell, transfer and assign to XOMA the Company’s right, title and interest in the arimoclomol pursuant to the 2011 Arimoclomol Agreement, including the right to receive certain milestone, royalty and other payments from Zevra Denmark. Pursuant to the Assignment Agreement, the Company is entitled to receive (i) a one-time payment of $1 million upon acceptance of a re-submission of an NDA to the FDA for arimoclomol, and (ii) a one-time payment of $1 million upon the first invoiced sale in certain territories of a pharmaceutical product derived from arimoclomol as an active pharmaceutical ingredient, subject to the receipt of the applicable regulatory approval required to sell such a product in such countries. In January 2024, Zevra announced the FDA had accepted the NDA for arimoclomol and the Company received the one-time payment of $1 million in February 2024 |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2023 | |
Stockholder Protection Rights Plan | |
Stockholder Protection Rights Plan | 9. Stockholder Protection Rights Plan On December 13, 2019, the Board of Directors of the Company, authorized and declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock, par value $ 0.001 0.01 5.00 On November 12, 2020, the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock The purpose of the Amended and Restated Rights Agreement is to protect value by preserving the Company’s ability to utilize its net operating losses and certain other tax attributes (collectively, the “Tax Benefits”) to offset potential future income tax obligations. The Company’s ability to use its Tax Benefits would be substantially limited if it experiences an “ownership change,” as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A corporation generally will experience an ownership change if the percentage of the corporation’s stock owned by its “5-percent shareholders,” as defined in Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. The Amended and Restated Rights Agreement is intended to reduce the likelihood the Company would experience an ownership change under Section 382 of the Tax Code. The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons that, at any time after the date of the Amended and Restated Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95 provided however The Rights, which are not exercisable until the Distribution Date, will expire at or prior to the earliest of (i) the close of business on November 16, 2023; (ii) the time at which the Rights are redeemed pursuant to the Amended and Restated Rights Agreement; (iii) the time at which the Rights are exchanged pursuant to the Amended and Restated Rights Agreement; (iv) the time at which the Rights are terminated upon the occurrence of certain mergers or other transactions approved in advance by the Board; and (v) the close of business on the date set by the Board following a determination by the Board that (x) the Amended and Restated Rights Agreement is no longer necessary or desirable for the preservation of the Tax Benefits or (y) no Tax Benefits are available to be carried forward or are otherwise available (the earliest of (i), (ii), (iii), (iv) and (v) is referred to as the “ Expiration Date Each share of Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of Common Stock. Each share of Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are each subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Preferred Stock, (ii) upon the grant to holders of the Preferred Stock of certain rights or warrants to subscribe for or purchase Preferred Stock or convertible securities at less than the then-current market price of the Preferred Stock or (iii) upon the distribution to holders of the Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a share of Preferred Stock issuable upon exercise of each Right are also subject to adjustment in the event of a stock split, reverse stock split, stock dividends and other similar transactions involving the Common Stock. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, each holder of a Right, other than the Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof (which will thereupon become null and void), will thereafter have the right to receive upon exercise of a Right that number of shares of Common Stock having a market value of two times the Purchase Price. In the event that, after a person or a group of affiliated or associated persons has become an Acquiring Person, the Company is acquired in a merger or other business combination transaction, or 50% or more of the Company’s assets or earning power are sold, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then-current purchase price of the Right, that number of shares of common stock of the acquiring company having a market value at the time of that transaction equal to two times the Purchase Price. With certain exceptions, no adjustment in the Purchase Price will be required unless such adjustment would require an increase or decrease of at least one percent (1%) in the Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the trading day immediately prior to the date of exercise. At any time after any person or group of affiliated or associated persons becomes an Acquiring Person and prior to the acquisition of beneficial ownership by such Acquiring Person of 50% or more of the outstanding shares of Common Stock, the Board, at its option, may exchange each Right (other than Rights owned by such person or group of affiliated or associated persons which will have become void), in whole or in part, at an exchange ratio of one share of Common Stock per outstanding Right (subject to adjustment). In connection with any exercise or exchange of the Rights, no holder of a Right will be entitled to receive shares of Common Stock if receipt of such shares would result in such holder, together with such holder’s affiliates and associates, beneficially owning more than 4.95% of the then-outstanding Common Stock (such shares, the “Excess Shares”) and the Board determines that such holder’s receipt of Excess Shares would jeopardize or endanger the value or availability of the Tax Benefits or the Board otherwise determines that such holder’s receipt of Excess Shares is not in the best interests of the Company. In lieu of such Excess Shares, such holder will only be entitled to receive cash or a note or other evidence of indebtedness with a principal amount equal to the then-current market price of the Common Stock multiplied by the number of Excess Shares that would otherwise have been issuable. At any time before the Distribution Date, the Board may redeem the Rights in whole, but not in part, at a price of $ 0.001 Immediately upon the action of the Board electing to redeem or exchange the Rights, the Company shall make a public announcement thereof, and upon such election, the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption Price. Until a Right is exercised or exchanged, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. The Board may amend or supplement the Amended and Restated Rights Agreement without the approval of any holders of Rights, including, without limitation, in order to (a) cure any ambiguity, (b) correct inconsistent provisions, (c) alter time period provisions, including the Expiration Date, or (d) make additional changes to the Amended and Restated Rights Agreement that the Board deems necessary or desirable. However, from and after the date any person or group of affiliated or associated persons becomes an Acquiring Person, the Amended and Restated Rights Agreement may not be supplemented or amended in any manner that would adversely affect the interests of the holders of Rights. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes At December 31, 2023, the Company had federal and state net operating loss carryforwards (“NOLs”) of $ 337.7 261.5 309.8 27.9 but are only able to offset 80% of taxable income in future years expire in 2029 through 2042 As a result of a change in-control that occurred in the LadRx shareholder base, approximately $ 59.3 278.4 202.2 As of December 31, 2023, LadRx also had research and development tax credits for federal and state purposes of approximately $ 15.4 15.4 expire in 2024 through 2036 100 Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 74,752 $ 74,903 Tax credit carryforwards 30,721 37,353 Equipment, furnishings and other 7 19 Total deferred tax assets 105,480 112,275 Deferred tax liabilities — — Net deferred tax assets 105,480 112,275 Valuation allowance (105,480 ) (112,275 ) Deferred tax assets $ — $ — For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended December 31, 2023 and 2022 was $ 6.8 3.9 The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years ended December 31, 2023 2022 Federal benefit at statutory rate $ 84 $ (1,000 ) State income taxes, net of Federal taxes 35 (333 ) State credits — — Warrant liabilities — — Other permanent differences (189 ) 261 Provision related to change in valuation allowance (7 ) 957 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision 77 115 Other, net — — Provision for Income taxes $ — $ — There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2023. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2023, the tax returns for 2020 through 2023 remain open to examination by the Internal Revenue Service and for 2019 to 2023 for various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740 and the years ended December 31, 2023 and 2022, the Company had accrued no interest or penalties related to uncertain tax positions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Commitments Aldoxorubicin We have an agreement (the “Vergell Agreement”) with Vergell Medical (formerly with KTB Tumorforschungs GmbH) (“Vergell”) for the exclusive license of patent rights held by Vergell for the worldwide development and commercialization of aldoxorubicin. Under the agreement, we had to make payments to Vergell upon meeting certain clinical and regulatory milestones up to and including the product’s second final marketing approval. However, those payments are no longer required since the intellectual property acquired under the Vergell Agreement expired. We accrued $ 316,000 Arimoclomol The agreement relating to our worldwide rights to arimoclomol provides for our payment of up to an aggregate of $ 3.65 12.8 5.2 As discussed in Note 8, Assignment Agreement with XOMA, pursuant to the Assignment Agreement, although all the liabilities and obligations related to arimoclomol remain the responsibility of the Company, XOMA will direct an escrow agent appointed by them to pay on behalf of LadRx up to an aggregate of $ 3.25 Innovive Under the merger agreement by which we acquired Innovive Pharmaceuticals, Inc. (“Innovive”), we agreed to pay the former Innovive stockholders a total of up to approximately $ 18.3 Contractual obligations LadRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Schedule of Current Contractual Obligations Employment Agreements (1) 2024 963 2025 963 Thereafter — Total $ 1,926 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreements for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. Contingencies The Company is occasionally involved in legal proceedings and other matters arising from the normal course of business. On November 30, 2022, Jerald Hammann (“Hammann”) filed a complaint (the “Complaint”) against the Company, Mr. Caloz, and Mr. Kriegsman (together, “Defendants”) in the Court of Chancery of the State of Delaware, alleging various violations of a Cooperation Agreement, dated August 21, 2020, by and between the Company and Hammann. The Complaint alleges breaches of a provision limiting the Board’s ability to effect discretionary compensation and a non-disparagement provision. The Complaint further alleges a breach of a purported implied obligation that the Company disclose various internal records to Hammann. Defendants believe the Complaint is wholly without merit and moved to dismiss the Complaint in its entirety. As a result, the Court subsequently dismissed the claims against Mr. Caloz and Mr. Kriegsman and also dismissed one of the claims against the Company. The Company intends to litigate vigorously against Hammann’s claims. The Company intends to vigorously defend against any complaint. We have directors’ and officers’ liability insurance, which will be utilized, after the deductible, in the defense of any matter involving our directors or officers. The Company evaluates developments in legal proceedings and other matters on a quarterly basis. If an unfavorable outcome becomes probable and reasonably estimable, we could incur charges that could have a material adverse impact on our financial condition and results of operations for the period in which the outcome becomes probable and reasonably estimable. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On September 7, 2023, the Board additionally approved and set January 16, 2024 as the grant date for certain stock options to purchase shares of common stock to certain directors and officers of the Company. The total number of stock options granted was 55,000 50 three years |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Revenue Recognition | Revenue Recognition |
Cash Equivalents | Cash Equivalents |
Equipment and Furnishings | Equipment and Furnishings |
Patents and Patent Application Costs | Patents and Patent Application Costs |
Net Income (Loss) Per Share of Common Stock | Net Income (Loss) Per Share of Common Stock Schedule of Share Excluded from Computation of Diluted Loss Per Share 2023 2022 As of December 31, 2023 2022 Options to acquire common stock 14,000 18,477 Warrants to acquire common stock 42 42 Convertible preferred stock — 31,272 Preferred investment option — 113,637 Share excluded from computation of diluted loss per shares 14,042 163,428 Potentially dilutive stock options, warrants and securities from the table above were excluded from the computation of diluted net income (loss) per share, because the effect would be anti-dilutive. |
Stock-based Compensation | Stock-based Compensation Compensation—Stock Compensation. Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting |
Research and Development Expenses | Research and Development Expenses |
Income Taxes | Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. |
Concentrations of Risks | Concentrations of Risks |
Use of Estimates | Use of Estimates |
New Accounting Pronouncements | New Accounting Pronouncements — The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Share Excluded from Computation of Diluted Loss Per Share | Schedule of Share Excluded from Computation of Diluted Loss Per Share 2023 2022 As of December 31, 2023 2022 Options to acquire common stock 14,000 18,477 Warrants to acquire common stock 42 42 Convertible preferred stock — 31,272 Preferred investment option — 113,637 Share excluded from computation of diluted loss per shares 14,042 163,428 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Furnishings | Equipment and furnishings at December 31, 2023 and 2022 consist of the following: Schedule of Equipment and Furnishings 2023 2022 Equipment and furnishings $ 48,742 $ 48,742 Less — accumulated depreciation (42,031 ) (30,196 ) Equipment and furnishings, net $ 6,711 $ 18,546 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2023 and 2022 are summarized below. Schedule of Accrued Expenses and Other Current Liabilities 2023 2022 Professional fees $ 77,785 $ 77,785 Wages, bonuses and employee benefits 157,024 203,181 Royalties and milestones 716,155 716,155 Other 13,269 18,380 Total $ 964,233 $ 1,015,501 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases under ASC 842 as of December 31, 2023 are as follows: Schedule of Future Minimum Lease Payments Operating Lease Payments Jan 2024 – Dec 2024 33,673 Total future minimum lease payments 33,673 Less: present value adjustment (67 ) Operating lease liabilities at December 31, 2023 $ 33,606 |
Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases | The components of rent expense and supplemental cash flow information related to leases for the period are as follows: Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases Year Ended December 31, 2023 Lease Cost Operating lease cost (included in General and administrative expenses in the Company’s Consolidated Statements of Operations) $ 200,924 Other information Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023 $ 178,092 Weighted average remaining lease term – operating leases (in years) 0.2 Average discount rate 3.5 % |
Stock Compensation (Tables)
Stock Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Stock-based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from restricted stock included in our Consolidated Statements of Operations for the years ended December 31, 2023 and 2022: Schedule of Stock-based Compensation Expense Years Ended December 31, 2023 2022 General and administrative – employee $ — $ 11,255 Total employee stock-based compensation $ — $ 11,255 |
Schedule of Stock Option Activity | Schedule of Stock Option Activity Stock Options Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 14,001 24,628 $ 768.00 $ 768.00 Granted — — — — Exercised — (500 ) — 26.00 Forfeited (2,001 ) — — — Expired (1,650 ) (10,127 ) 2,796.00 1,462.00 Outstanding — end of year 10,350 14,001 501.70 768.00 Exercisable at end of year 10,350 14,001 $ 501.70 $ 768.00 Weighted average fair value of stock options granted during the year: $ — $ — |
Schedule of Ranges of Outstanding Stock Options | The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2023: Schedule of Ranges of Outstanding Stock Options Range of Number of Options Weighted- Weighted- Number of Options Exercisable Weighted- Weighted- $ 26.00 100.00 3,500 5.95 $ 26.00 3,500 5.95 $ 26.00 $ 101.00 200.00 6,066 3.71 $ 195.29 6,066 3.71 $ 195.29 $ 201.00 300.00 3,499 1.83 $ 1,201.20 3,499 1.83 $ 1,201.20 $ 301.00 4,146.00 935 0.80 $ 1,656.29 935 0.80 $ 1,656.29 14,000 3.61 $ 501.70 14,000 3.61 $ 501.70 |
Schedule of Warrants Activity and Related Information | A summary of the Company’s warrant activity and related information for the years ended December 31, 2023 and 2022 are shown below. Schedule of Warrants Activity and Related Information Warrants Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 42 42 $ 3,360.00 $ 3,360.00 Granted — — — — Exercised — — — — Forfeited — — — — Expired — — — — Outstanding — end of year 42 42 3,360.00 3,360.00 Exercisable at end of year 42 42 $ 3,360.00 $ 3,360.00 Weighted average fair value of warrants granted during the year: $ — $ — |
Non Employees [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Stock Option Activity | Presented below is the Company’s non-employee stock option activity: Schedule of Stock Option Activity Stock Options Weighted Average Exercise Price 2023 2022 2023 2022 Outstanding — beginning of year 3,650 3,650 $ 549.00 $ 549.00 Granted — — — — Exercised — — — — Expired/Forfeited — — — — Outstanding — end of year 3,650 3,650 549.00 549.00 Exercisable at end of year 3,650 3,650 $ 549.00 $ 549.00 Weighted average fair value of stock options granted during the year: $ — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 31, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 74,752 $ 74,903 Tax credit carryforwards 30,721 37,353 Equipment, furnishings and other 7 19 Total deferred tax assets 105,480 112,275 Deferred tax liabilities — — Net deferred tax assets 105,480 112,275 Valuation allowance (105,480 ) (112,275 ) Deferred tax assets $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Schedule of Effective Income Tax Rate Reconciliation 2023 2022 Years ended December 31, 2023 2022 Federal benefit at statutory rate $ 84 $ (1,000 ) State income taxes, net of Federal taxes 35 (333 ) State credits — — Warrant liabilities — — Other permanent differences (189 ) 261 Provision related to change in valuation allowance (7 ) 957 Federal rate adjustment — — NQ Options — — Current year tax credit — — NOL Adjustments — — Termination/Cancellation of Equity Compensation Awards — — Return to provision 77 115 Other, net — — Provision for Income taxes $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Current Contractual Obligations | LadRx’s current contractual obligations that will require future cash payments for the following Employment Agreements as follows (in thousands): Schedule of Current Contractual Obligations Employment Agreements (1) 2024 963 2025 963 Thereafter — Total $ 1,926 (1) Employment agreements include management contracts which have been revised from time to time. The employment agreements for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | 12 Months Ended | |||||
May 17, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 01, 2018 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Percentage of service charge | 5% | |||||
Reverse stock split | 1-for-100 reverse stock split | |||||
Net income (loss) attributable to parent | $ 400,443 | $ (4,200,573) | ||||
Operating income loss | 3,823,626 | 4,560,888 | ||||
Net loss | (400,443) | 4,200,573 | ||||
Stockholders equity | 107,354 | (1,317,964) | $ 753,719 | |||
Contractual obligation | [1] | $ 1,926,000 | ||||
2024 [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Contractual obligation | 1,000,000 | |||||
Contractual obligation | $ 1,000,000 | |||||
[1]Employment agreements include management contracts which have been revised from time to time. The employment agreements for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. |
Schedule of Share Excluded from
Schedule of Share Excluded from Computation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 14,042 | 163,428 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 31,272 | |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 14,000 | 18,477 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 42 | 42 |
Preferred Investment Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Share excluded from computation of diluted loss per shares | 113,637 |
Schedule of Equipment and Furni
Schedule of Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furnishings | $ 48,742 | $ 48,742 |
Less — accumulated depreciation | (42,031) | (30,196) |
Equipment and furnishings, net | $ 6,711 | $ 18,546 |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 11,834 | $ 15,004 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 77,785 | $ 77,785 |
Wages, bonuses and employee benefits | 157,024 | 203,181 |
Royalties and milestones | 716,155 | 716,155 |
Other | 13,269 | 18,380 |
Total | $ 964,233 | $ 1,015,501 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Jan 2024 – Dec 2024 | $ 33,673 | |
Total future minimum lease payments | 33,673 | |
Less: present value adjustment | (67) | |
Operating lease liabilities at December 31, 2023 | $ 33,606 | $ 196,081 |
Schedule of Rent Expenses and S
Schedule of Rent Expenses and Supplement Cash Flow Information Related to Leases (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases | |
Operating lease cost (included in General and administrative expenses in the Company's condensed Consolidated Statements of Operations) | $ 200,924 |
Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2023 | $ 178,092 |
Weighted average remaining lease term - operating leases (in years) | 2 months 12 days |
Average discount rate | 3.50% |
Leases (Details Narrative)
Leases (Details Narrative) | 1 Months Ended | |||
Feb. 29, 2020 USD ($) | Jan. 31, 2020 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Lease term | 4 years | |||
Area of land | ft² | 2,771 | |||
Payments for rent | $ 1,475 | $ 15,361 | ||
Lease liability obligation | 715,310 | $ 33,606 | ||
Right of use asset | $ 31,610 | $ 216,786 | ||
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||
Right of use asset | $ 66,271 |
Financing Under Security Purc_2
Financing Under Security Purchase Agreement (Details Narrative) - USD ($) | 12 Months Ended | |||||||||||||||||
Jan. 03, 2023 | Oct. 01, 2022 | Jul. 01, 2022 | Apr. 01, 2022 | Jan. 02, 2022 | Jul. 13, 2021 | Dec. 31, 2023 | Dec. 31, 2021 | May 08, 2023 | Jan. 31, 2023 | Dec. 31, 2022 | May 15, 2022 | Mar. 28, 2022 | Mar. 15, 2022 | Mar. 14, 2022 | Sep. 23, 2021 | Sep. 22, 2021 | Dec. 13, 2019 | |
Number of shares issued, value | ||||||||||||||||||
Purchase price per share | $ 5 | |||||||||||||||||
Dividend paid | $ 561,381 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||
Common stock, shares authorized | 62,393,940 | 62,393,940 | 63,227,273 | 41,666,666 | 62,393,940 | 41,666,666 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||
Loss contingency, damages sought, value | $ 1,100,000 | |||||||||||||||||
Loss contingency accrual provision | $ 615,123 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Number of shares issued, value | $ 1 | |||||||||||||||||
Number of shares issued | 250 | |||||||||||||||||
Series C 10% Convertible Preferred Stock [Member] | ||||||||||||||||||
Purchase price per share | $ 0.88 | |||||||||||||||||
Preferred stock dividend rate percentage | 10% | |||||||||||||||||
Preferred stock, contract terms | The Certificate of Designations contains limitations that prevent the holder thereof from acquiring shares of common stock upon conversion that would result in the number of shares of common stock beneficially owned by such holder and its affiliates exceeding 9.99% of the total number of shares of common stock outstanding immediately after giving effect to the conversion (the “Beneficial Ownership Limitation”), except that upon notice from the holder to the Company, the holder may increase or decrease the amount of ownership of outstanding shares of common stock after converting the holder’s shares of Series C Preferred Stock, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of outstanding shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the shares of Series C Preferred Stock held by the holder and provided that any increase in the Beneficial Ownership Limitation shall not be effective until 61 days following notice to the Company | |||||||||||||||||
Common stock, shares authorized | 41,666,666 | |||||||||||||||||
Stated value per share | $ 1,000 | $ 1,000 | $ 1,000 | |||||||||||||||
Investor [Member] | Series C 10% Convertible Preferred Stock [Member] | ||||||||||||||||||
Shares issued upon conversion | 16,027 | 15,542 | 46,818 | |||||||||||||||
Number of shares converted | 15,250 | 1,342 | 2,742 | 1,368 | 4,120 | |||||||||||||
Preferred stock, shares issued | 0 | |||||||||||||||||
Preferred stock, shares outstanding | 0 | |||||||||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Number of shares issued, value | $ 859,218 | |||||||||||||||||
Number of shares issued | 20,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Series C 10% Convertible Preferred Stock [Member] | ||||||||||||||||||
Number of shares issued, value | $ 4,022,700 | |||||||||||||||||
Number of shares issued | 8,240 | |||||||||||||||||
Securities Purchase Agreement [Member] | Series C 10% Convertible Preferred Stock [Member] | ||||||||||||||||||
Additional piaid in capital | $ 4,022,700 | |||||||||||||||||
Securities Purchase Agreement [Member] | Preferred Investment Option [Member] | ||||||||||||||||||
Other liabilities fair value | 4,293,872 | |||||||||||||||||
Additional piaid in capital | 5,153,090 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | ||||||||||||||||||
Gross proceeds from issuance of equity | 10,000,000 | |||||||||||||||||
Number of shares issued, value | $ 9,200,000 | |||||||||||||||||
Number of shares issued | 20,000 | |||||||||||||||||
Purchase price per share | $ 88 | |||||||||||||||||
Proceeds from issuance of common stock | $ 1,760,000 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Series C 10% Convertible Preferred Stock [Member] | ||||||||||||||||||
Number of shares issued | 8,240 | |||||||||||||||||
Purchase price per share | $ 1,000 | |||||||||||||||||
Preferred stock dividend rate percentage | 10% | |||||||||||||||||
Proceeds from issuance of private placement | $ 8,240,000 | |||||||||||||||||
Shares issued upon conversion | 93,637 | |||||||||||||||||
Preferred stock, convertible, conversion price | $ 88 | |||||||||||||||||
Preferred stock, contract terms | The terms of the Series C Preferred Stock included beneficial ownership limitations that preclude conversion that would result in the Investor owning in excess of 9.99% of the Company’s outstanding shares of common stock. | |||||||||||||||||
Dividend paid | $ 68,809 | $ 68,809 | $ 84,005 | $ 202,567 | $ 206,000 | |||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Preferred Investment Option [Member] | ||||||||||||||||||
Option to purchase common stock | 1,136.37 | |||||||||||||||||
Option indexed to issuers equity shares value | $ 100,000 | |||||||||||||||||
Option exercisable price | $ 88 |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | $ 11,255 | |
Share-Based Payment Arrangement, Employee [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | 11,255 | |
General and Administrative Expense [Member] | Share-Based Payment Arrangement, Employee [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total employee stock-based compensation | $ 11,255 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock Options, Granted | 0 | 0 |
Stock Options, Exercised | (500) | |
Employees and Directors [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock Options, Outstanding at beginning of year | 14,001 | 24,628 |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ 768 | $ 768 |
Stock Options, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Stock Options, Exercised | (500) | |
Weighted-Average Exercise Price, Exercised | $ 26 | |
Stock Options, Forfeited | (2,001) | |
Stock Options, Forfeited | 2,001 | |
Weighted-Average Exercise Price, Forfeited | ||
Stock Options, Expired | (1,650) | (10,127) |
Weighted-Average Exercise Price, Expired | $ 2,796 | $ 1,462 |
Stock Options, Outstanding at end of year | 10,350 | 14,001 |
Weighted-Average Exercise Price, Outstanding at end of year | $ 501.70 | $ 768 |
Stock Options, Exercisable at end of year | 10,350 | 14,001 |
Weighted-Average Exercise Price, Exercisable at end of year | $ 501.70 | $ 768 |
Weighted average fair value of stock options granted | ||
Non Employees [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Stock Options, Outstanding at beginning of year | 3,650 | 3,650 |
Weighted-Average Exercise Price, Outstanding at beginning of year | $ 549 | $ 549 |
Stock Options, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Stock Options, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Stock Options, Outstanding at end of year | 3,650 | 3,650 |
Weighted-Average Exercise Price, Outstanding at end of year | $ 549 | $ 549 |
Stock Options, Exercisable at end of year | 3,650 | 3,650 |
Weighted average fair value of stock options granted | ||
Stock Options, Expired/Forfeited | ||
Weighted-Average Exercise Price, Expired/Forfeited |
Schedule of Ranges of Outstandi
Schedule of Ranges of Outstanding Stock Options (Details) - Share-Based Payment Arrangement, Option [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Options Outstanding | shares | 14,000 |
Weighted-Average Remaining Contractual Life (years) | 3 years 7 months 9 days |
Weighted-Average Exercise Price | $ 501.70 |
Number of Options Exercisable | shares | 14,000 |
Weighted-Average Remaining Contractual Life (years) | 3 years 7 months 9 days |
Weighted-Average Exercise Price | $ 501.70 |
Exercise Price Range One [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 26 |
Range of Exercise Prices, Upper Range | $ 100 |
Number of Options Outstanding | shares | 3,500 |
Weighted-Average Remaining Contractual Life (years) | 5 years 11 months 12 days |
Weighted-Average Exercise Price | $ 26 |
Number of Options Exercisable | shares | 3,500 |
Weighted-Average Remaining Contractual Life (years) | 5 years 11 months 12 days |
Weighted-Average Exercise Price | $ 26 |
Exercise Price Range Two [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 101 |
Range of Exercise Prices, Upper Range | $ 200 |
Number of Options Outstanding | shares | 6,066 |
Weighted-Average Remaining Contractual Life (years) | 3 years 8 months 15 days |
Weighted-Average Exercise Price | $ 195.29 |
Number of Options Exercisable | shares | 6,066 |
Weighted-Average Remaining Contractual Life (years) | 3 years 8 months 15 days |
Weighted-Average Exercise Price | $ 195.29 |
Exercise Price Range Three [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 201 |
Range of Exercise Prices, Upper Range | $ 300 |
Number of Options Outstanding | shares | 3,499 |
Weighted-Average Remaining Contractual Life (years) | 1 year 9 months 29 days |
Weighted-Average Exercise Price | $ 1,201.20 |
Number of Options Exercisable | shares | 3,499 |
Weighted-Average Remaining Contractual Life (years) | 1 year 9 months 29 days |
Weighted-Average Exercise Price | $ 1,201.20 |
Exercise Price Range Four [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Range of Exercise Prices, Lower Range | 301 |
Range of Exercise Prices, Upper Range | $ 4,146 |
Number of Options Outstanding | shares | 935 |
Weighted-Average Remaining Contractual Life (years) | 9 months 18 days |
Weighted-Average Exercise Price | $ 1,656.29 |
Number of Options Exercisable | shares | 935 |
Weighted-Average Remaining Contractual Life (years) | 9 months 18 days |
Weighted-Average Exercise Price | $ 1,656.29 |
Schedule of Warrants Activity a
Schedule of Warrants Activity and Related Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Warrants, Outstanding at beginning of period | 42 | 42 |
Weighted-Average Exercise Price, Outstanding at beginning of period | $ 3,360 | $ 3,360 |
Warrants, Granted | ||
Weighted-Average Exercise Price, Granted | ||
Warrants, Exercised | ||
Weighted-Average Exercise Price, Exercised | ||
Warrants, Forfeited | ||
Weighted-Average Exercise Price, Forfeited | ||
Warrants, Expired | ||
Weighted-Average Exercise Price, Expired | ||
Warrants, Outstanding at end of period | 42 | 42 |
Weighted-Average Exercise Price, Outstanding at end of period | $ 3,360 | $ 3,360 |
Warrants, Exercisable at end of period | 42 | 42 |
Weighted-Average Exercise Price, Exercisable at end of period | $ 3,360 | $ 3,360 |
Weighted average fair value of warrants granted |
Stock Compensation (Details Nar
Stock Compensation (Details Narrative) - USD ($) | 12 Months Ended | |||
Sep. 07, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 30, 2019 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options granted | 0 | 0 | ||
Exercise of stock options, shares | 500 | |||
Options outstanding intrinsic value | $ 0 | |||
Options vested intrinsic value | 0 | |||
Warrants intrinsic value | $ 0 | |||
Common Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock issued, shares | 250 | |||
Exercise of stock options, shares | 214 | |||
2008 Stock Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 50,000 | |||
Outstanding stock options | 10,500 | |||
Plan expiration date | Nov. 20, 2018 | |||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares outstanding | 8,000 | |||
2019 Stock Incentive Plan [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 54,000 | |||
Outstanding stock options | 3,500 | |||
Plan expiration date | Nov. 14, 2029 | |||
Common stock issued, shares | 75,000 | |||
2019 Stock Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares outstanding | 250 |
Xoma (Details Narrative)
Xoma (Details Narrative) - USD ($) $ in Thousands | Jun. 21, 2023 | Dec. 31, 2023 |
Milestone payment, amount | $ 6,000 | |
Payments for royalities | 6,000 | |
Net proceeds from other income | $ 4,200 | |
XOMA [Member] | ||
Assignment and assumption agreement description | Pursuant to the Assignment Agreement, the Company is entitled to receive (i) a one-time payment of $1 million upon acceptance of a re-submission of an NDA to the FDA for arimoclomol, and (ii) a one-time payment of $1 million upon the first invoiced sale in certain territories of a pharmaceutical product derived from arimoclomol as an active pharmaceutical ingredient, subject to the receipt of the applicable regulatory approval required to sell such a product in such countries. In January 2024, Zevra announced the FDA had accepted the NDA for arimoclomol and the Company received the one-time payment of $1 million in February 2024 | |
Royalty Purchase Agreement [Member] | ||
Payments for royalities | $ 1,000 | |
Aldrorubicin And Arimoclomol [Member] | ||
Legal fees | 5,000 | |
Arimoclomol [Member] | ||
Milestone payment, amount | $ 3,650 | |
Commercial sale, amount | 1,000 | |
Aldoxorubicin [Member] | ||
Commercial sale, amount | $ 4,000 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | Nov. 12, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 15, 2022 | Dec. 13, 2019 |
Common stock, stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.01 | $ 0.01 | 0.01 | ||
Purchase price per share | $ 5 | ||||
Stockholders rights description | the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s outstanding shares of Common Stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage (i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of the Company’s shares of Common Stock and (ii) any existing stockholder currently beneficially holding 4.95% or more of the Company’s shares of Common Stock from acquiring additional shares of the Company’s Common Stock | ||||
Dividend description | Each share of Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of Common Stock. Each share of Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock. | ||||
Preferred stock, redemption price per share | $ 0.001 | ||||
Acquiring Person [Member] | |||||
Ownership percentage | 4.95% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 74,752 | $ 74,903 |
Tax credit carryforwards | 30,721 | 37,353 |
Equipment, furnishings and other | 7 | 19 |
Total deferred tax assets | 105,480 | 112,275 |
Deferred tax liabilities | ||
Net deferred tax assets | 105,480 | 112,275 |
Valuation allowance | (105,480) | (112,275) |
Deferred tax assets |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit at statutory rate | $ 84 | $ (1,000) |
State income taxes, net of Federal taxes | 35 | (333) |
State credits | ||
Warrant liabilities | ||
Other permanent differences | (189) | 261 |
Provision related to change in valuation allowance | (7) | 957 |
Federal rate adjustment | ||
NQ Options | ||
Current year tax credit | ||
NOL Adjustments | ||
Termination/Cancellation of Equity Compensation Awards | ||
Return to provision | 77 | 115 |
Other, net | ||
Provision for Income taxes |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Tax credit expiration date, description | expire in 2024 through 2036 | |
Deferred tax valuation allowance, percentage | 100% | |
Deferred tax valuation allowance | $ 6.8 | $ 3.9 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 337.7 | |
Operating loss carryforwards, not subject to limitation | 27.9 | |
Tax credit research and development | 15.4 | |
Domestic Tax Authority [Member] | Shareholders [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 59.3 | |
Domestic Tax Authority [Member] | Expire in 2024 Through 2037 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 309.8 | |
Domestic Tax Authority [Member] | Unrestricted [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 278.4 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 261.5 | |
Tax credit research and development | 15.4 | |
State and Local Jurisdiction [Member] | Unrestricted [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 202.2 | |
California [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards, expiration date | expire in 2029 through 2042 |
Schedule of Current Contractual
Schedule of Current Contractual Obligations (Details) $ in Thousands | Dec. 31, 2022 USD ($) | [1] |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 963 | |
2025 | 963 | |
Thereafter | ||
Total | $ 1,926 | |
[1]Employment agreements include management contracts which have been revised from time to time. The employment agreements for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | May 31, 2022 | Dec. 31, 2023 | Jun. 21, 2023 |
Product Liability Contingency [Line Items] | |||
Milestone payment, amount | $ 6,000,000 | ||
Kem Pharm [Member] | |||
Product Liability Contingency [Line Items] | |||
Cash consideration from sale of assets | $ 12,800,000 | ||
Liabilities assumed | $ 5,200,000 | ||
Aldoxorubicin [Member] | Maximum [Member] | |||
Product Liability Contingency [Line Items] | |||
Milestone payment, amount | $ 316,000 | ||
Arimoclomol [Member] | |||
Product Liability Contingency [Line Items] | |||
Milestone payment, amount | 3,650,000 | ||
Arimoclomol [Member] | XOMA Agreement [Member] | |||
Product Liability Contingency [Line Items] | |||
Milestone payment, amount | 3,250,000 | ||
Innovive [Member] | |||
Product Liability Contingency [Line Items] | |||
Future earnout merger consideration | $ 18,300,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Director and Officer [Member] | Jan. 16, 2024 shares |
Subsequent Event [Line Items] | |
Number of stock options granted | 55,000 |
Share based compensation vesting rights | 50% with immediate vesting, and the balance vesting on a monthly basis over three years. |
Share based compensation vesting rights, percentage | 50% |
Share based compensation remaining vesting years | 3 years |