Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Document And Entity Information | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2024 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-14778 | |
Entity Registrant Name | SOLIGENIX, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 41-1505029 | |
Entity Address, Address Line One | 29 EMMONS DRIVE | |
Entity Address, Address Line Two | SUITE B-10 | |
Entity Address, City or Town | PRINCETON, | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 08540 | |
City Area Code | 609 | |
Local Phone Number | 538-8200 | |
Title of 12(b) Security | Common Stock, par value $.001 per share | |
Trading Symbol | SNGX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 15,799,837 | |
Entity Central Index Key | 0000812796 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 7,091,548 | $ 8,446,158 |
Contracts and grants receivable | 117,029 | |
Unbilled revenue | 171,254 | |
Research and development incentives receivable, current | 25,253 | 23,894 |
Deferred issuance cost | 132,681 | |
Prepaid expenses and other current assets | 451,876 | 866,014 |
Total current assets | 7,818,387 | 9,507,320 |
Security deposit | 22,777 | 22,777 |
Office furniture and equipment, net | 10,339 | 11,927 |
Right-of-use lease assets | 200,569 | 229,834 |
Research and development incentives receivable, net of current portion | 6,313 | 25,468 |
Total assets | 8,058,385 | 9,797,326 |
Current liabilities: | ||
Accounts payable | 1,436,728 | 1,111,226 |
Accrued expenses | 2,602,665 | 2,418,002 |
Accrued compensation | 50,216 | 251,115 |
Lease liabilities, current | 125,143 | 121,765 |
Convertible debt | 2,996,136 | 2,250,000 |
Total current liabilities | 7,210,888 | 6,152,108 |
Non-current liabilities: | ||
Convertible debt | 1,010,934 | |
Lease liabilities, net of current portion | 79,125 | 111,862 |
Total liabilities | 7,290,013 | 7,274,904 |
Commitments and contingencies (Note 6) | ||
Shareholders' equity: | ||
Preferred stock, 350,000 shares authorized; none issued or outstanding at March 31, 2024 and December 31, 2023, respectively | 0 | 0 |
Common stock, $.001 par value; 75,000,000 shares authorized; 10,524,437 and 10,378,238 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 10,524 | 10,378 |
Additional paid-in capital | 228,353,208 | 228,193,977 |
Accumulated other comprehensive income | 24,143 | 22,243 |
Accumulated deficit | (227,619,503) | (225,704,176) |
Total shareholders' equity | 768,372 | 2,522,422 |
Total liabilities and shareholders' equity | $ 8,058,385 | $ 9,797,326 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets | ||
Preferred stock, shares authorized | 350,000 | 350,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 10,524,437 | 10,378,238 |
Common stock, shares outstanding | 10,524,437 | 10,378,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenues | $ 117,029 | $ 257,178 |
Cost of revenues | (117,029) | (226,040) |
Gross profit | 31,138 | |
Operating expenses: | ||
Research and development | 1,095,040 | 946,451 |
General and administrative | 1,022,051 | 1,235,376 |
Total operating expenses | 2,117,091 | 2,181,827 |
Loss from operations | (2,117,091) | (2,150,689) |
Other income (expense): | ||
Foreign currency transaction gain (loss) | 1,209 | (366) |
Interest income (expense), net | 28,842 | (103,568) |
Research and development incentives | 6,331 | 6,448 |
Other income | 40,869 | |
Change in fair value of convertible debt | 165,382 | |
Total other income (expense) | 201,764 | (56,617) |
Net loss before income taxes | (1,915,327) | (2,207,306) |
Income tax benefit | 1,161,197 | |
Net loss applicable to common stockholders | $ (1,915,327) | $ (1,046,109) |
Basic net loss per share (in Dollars per share) | $ (0.18) | $ (0.36) |
Diluted net loss per share (in Dollars per share) | $ (0.18) | $ (0.36) |
Basic weighted average common shares outstanding (in Shares) | 10,521,233 | 2,914,929 |
Diluted weighted average common shares outstanding (in Shares) | 10,521,233 | 2,914,929 |
Grant revenue | ||
Total revenues | $ 117,029 | $ 257,178 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (1,915,327) | $ (1,046,109) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 1,900 | (12,153) |
Comprehensive loss | $ (1,913,427) | $ (1,058,262) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Shareholders' Equity/(Deficit) - USD ($) | Preferred Stock Series D Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2022 | $ 2,909 | $ 217,064,964 | $ 24,747 | $ (219,563,446) | $ (2,470,826) | |
Balance (in shares) at Dec. 31, 2022 | 2,908,578 | |||||
Balance at Dec. 31, 2022 | $ 43 | |||||
Sale of common stock pursuant to B. Riley At Market Issuance Sales Agreement | $ 21 | 70,709 | 70,730 | |||
Sale of common stock pursuant to B. Riley At Market Issuance Sales Agreement (in shares) | 21,195 | |||||
Issuance of common stock pursuant to B. Riley At Market Issuance Sales Agreement | (2,341) | (2,341) | ||||
Declaration of Series D preferred stock | $ (43) | |||||
Share-based compensation expense | 73,634 | 73,634 | ||||
Foreign currency translation adjustment | (12,153) | (12,153) | ||||
Net loss | (1,046,109) | (1,046,109) | ||||
Balance at Mar. 31, 2023 | $ 2,930 | 217,206,966 | 12,594 | (220,609,555) | (3,387,065) | |
Balance (in Shares) at Mar. 31, 2023 | 2,929,773 | |||||
Balance at Dec. 31, 2023 | $ 10,378 | 228,193,977 | 22,243 | (225,704,176) | 2,522,422 | |
Balance (in shares) at Dec. 31, 2023 | 10,378,238 | |||||
Issuance of common stock associated with conversion of debt | $ 146 | 99,270 | 99,416 | |||
Issuance of common stock associated with conversion of debt (in shares) | 146,199 | |||||
Share-based compensation expense | 59,961 | 59,961 | ||||
Foreign currency translation adjustment | 1,900 | 1,900 | ||||
Net loss | (1,915,327) | (1,915,327) | ||||
Balance at Mar. 31, 2024 | $ 10,524 | $ 228,353,208 | $ 24,143 | $ (227,619,503) | $ 768,372 | |
Balance (in Shares) at Mar. 31, 2024 | 10,524,437 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (1,915,327) | $ (1,046,109) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 1,588 | 1,785 |
Non-cash lease expense | 29,265 | 26,936 |
Share-based compensation | 59,961 | 73,634 |
Change in fair value of convertible debt | (165,382) | |
Amortization of deferred issuance costs associated with convertible debt | 10,242 | |
Change in operating assets and liabilities: | ||
Contracts and grants receivable | 54,225 | (102,878) |
Prepaid expenses and other current assets | 414,138 | 60,894 |
Research and development incentives receivable | 17,379 | 98,456 |
Operating lease liability | (29,359) | (26,256) |
Accounts payable and accrued expenses | 391,929 | (970,757) |
Accrued compensation | (200,899) | (292,200) |
Net cash used in operating activities | (1,342,482) | (2,166,253) |
Financing activities: | ||
Proceeds from issuance of common stock pursuant to B. Riley At Market Issuance Sales Agreement | 70,730 | |
Convertible debt repayments | (1,000,000) | |
Net cash used in financing activities | (8,992) | (931,558) |
Effect of exchange rate on cash and cash equivalents | (3,136) | 4,046 |
Net decrease in cash and cash equivalents | (1,354,610) | (3,093,765) |
Cash and cash equivalents at beginning of period | 8,446,158 | 13,359,615 |
Cash and cash equivalents at end of period | 7,091,548 | 10,265,850 |
Supplemental information: | ||
Cash paid for state income taxes | 17,965 | 2,110 |
Cash paid for interest | 64,047 | 213,490 |
Cash paid for lease liabilities: | ||
Operating lease | 34,100 | 33,325 |
Non-cash investing and financing activities: | ||
Pontifax conversion of portion of debt principal into common stock | 99,416 | |
Deferred issuance cost reclassified to additional paid-in capital | 53 | |
Redemption liability for Series D preferred stock | 43 | |
Public offering costs included in accounts payable | 123,689 | |
B. Riley Sales Agreement | ||
Financing activities: | ||
Stock issuance costs associated | $ (2,288) | |
Public Offering | ||
Financing activities: | ||
Stock issuance costs associated | $ (8,992) |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Business | |
Nature of Business | Note 1. Nature of Business Basis of Presentation Soligenix, Inc. (the “Company”) is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. The Company maintains two active business segments: Specialized BioTherapeutics and Public Health Solutions. The Company’s Specialized BioTherapeutics business segment is developing and moving toward potential commercialization of HyBryte™ (a proposed proprietary name of SGX301 or synthetic hypericin sodium), a novel photodynamic therapy utilizing topical synthetic hypericin activated with safe visible light for the treatment of cutaneous T-cell lymphoma (“CTCL”). With agreement from the European Medicines Agency (“EMA”) on the key design components of a confirmatory Phase 3 placebo-controlled study evaluating the safety and efficacy of HyBryte™ in the treatment of CTCL patients with early-stage disease, the Company is targeting to begin patient enrollment by Development programs in this business segment also include expansion of synthetic hypericin (SGX302) into psoriasis, the Company’s first-in-class innate defense regulator technology, and dusquetide (SGX942 and SGX945) for the treatment of inflammatory diseases, including oral mucositis in head and neck cancer and aphthous ulcers in Behçet’s Disease. The Company’s Public Health Solutions business segment includes development programs for RiVax ® ® The Company primarily generates revenues under government grants and contracts. The Company was awarded a subcontract that originally provided for approximately $1.1 million from a U.S. Food and Drug Administration (“FDA”) Orphan Products Development grant over four years The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the FDA regulations, and other regulatory authorities, litigation, and product liability. Results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for the full year. Liquidity In accordance with Accounting Standards Codification 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. As of March 31, 2024, the Company had an accumulated deficit of $227,619,503. During the three months ended March 31, 2024, the Company incurred a net loss of $1,915,327 and used $1,342,482 of cash in operating activities. The Company expects to continue to generate losses in the foreseeable future. The Company’s liquidity needs will be determined largely by the budgeted operational expenditures incurred in regards to the progression of its product candidates. Management believes that the Company has sufficient resources available to support its development activities and business operations and timely satisfy its obligations as they become due through the first quarter of 2025. The Company does not have sufficient cash and cash equivalents as of the date of filing this Quarterly Report on Form 10-Q to support its operations for at least the 12 months following the date the financial statements are issued. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through 12 months after the date the financial statements are issued. To alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern, the Company plans to secure additional capital, potentially through a combination of public or private equity offerings and strategic transactions, including potential alliances and drug product collaborations, securing additional proceeds from government contract and grant programs, securing additional proceeds available from the sale of shares of the common stock via an At Market Issuance Sales Agreement and potentially amending the loan agreement with Pontifax Medison Finance (“Pontifax”) to reduce the conversion price in order to allow for conversion of a portion of the debt which will reduce the Company’s debt repayments; however, none of these alternatives are committed at this time. There can be no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to it to fund continuing operations, if at all, identify and enter into any strategic transactions that will provide the capital that it will require or achieve the other strategies to alleviate the conditions that raise substantial doubt about the Company’s ability to continue as a going concern. If none of these alternatives are available, or if available, are not available on satisfactory terms, the Company will not have sufficient cash resources and liquidity to fund its business operations for at least the 12 months following the date the financial statements are issued. The failure to obtain sufficient capital on acceptable terms when needed may require the Company to delay, limit, or eliminate the development of business opportunities and its ability to achieve its business objectives and its competitiveness, and its business, financial condition, and results of operations will be materially adversely affected. In addition, market instability, including as a result of geopolitical instability, may reduce the Company’s ability to access capital, which could negatively affect its liquidity and ability to continue as a going concern. In addition, the perception that the Company may not be able to continue as a going concern may cause others to choose not to deal with it due to concerns about its ability to meet its contractual obligations. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, and do not include any adjustments relating to recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of March 31, 2024, the Company had cash and cash equivalents of $7,091,548 as compared to $8,446,158 as of December 31, 2023, representing a decrease of $1,354,610 or 16%. As of March 31, 2024, the Company had working capital of $607,499 as compared to working capital of $3,355,212 as of December 31, 2023, representing a decrease in working capital of $2,747,713 or 82%. The decrease in cash and cash equivalents was primarily related to cash used in operating activities during the three months ended March 31, 2024. The decrease in working capital is primarily the result of the reclassification of approximately $1 million of the Company’s convertible debt balance from a non-current liability as of December 31, 2023 to a current liability as of March 31, 2024 (resulting from the amendment to the loan and security agreement with Pontifax – see Note 4), and cash used in operating activities during the three months ended March 31, 2024. Management’s business strategy can be outlined as follows: ● Following agreement from the EMA on the key design components for the second confirmatory Phase 3 placebo-controlled FLASH2 clinical trial of HyBryte™ in CTCL and positive primary endpoint results from the first Phase 3 FLASH study, initiate the FLASH2 study, while at the same time, continuing discussions with the FDA on potential modifications to the development path to adequately address their feedback. ● Expanding development of synthetic hypericin under the research name SGX302 into psoriasis with the conduct of a Phase 2a clinical trial, following the positive Phase 3 FLASH study and positive proof-of-concept demonstrated in a small Phase 1/2 pilot study in mild-to-moderate psoriasis patients. ● Following feedback from the United Kingdom (“UK”) Medicines and Healthcare products Regulatory Agency (“MHRA”) that a second Phase 3 clinical trial of SGX942 (dusquetide) in the treatment in oral mucositis would be required to support a marketing authorization; design a second study and attempt to identify a potential partner(s) to continue this development program. ● Expanding development of dusquetide under the research name SGX945 into Behçet’s Disease with the conduct of a Phase 2a clinical trial, where previous studies with dusquetide in oral mucositis have validated the biologic activity in aphthous ulcers induced by chemotherapy and radiation. ● Continue development of the Company’s heat stabilization platform technology, ThermoVax ® , in combination with its programs for RiVax ® (ricin toxin vaccine), and filovirus vaccines (targeting Ebola, Sudan, and Marburg viruses and multivalent combinations), with United States (“U.S.”) government or non-governmental organization funding support. ● Continue to apply for and secure additional government funding for the Specialized BioTherapeutics and Public Health Solutions programs through grants, contracts and/or procurements. ● Pursue business development opportunities for pipeline programs, as well as explore all strategic alternatives, including but not limited to merger/acquisition strategies. ● Acquire or in-license new clinical-stage compounds for development, as well as evaluate new indications with existing pipeline compounds for development. The Company’s plans with respect to its liquidity management include, but are not limited to, the following: ● The Company has up to approximately $673,000 in active government grant funding still available as of March 31, 2024 to support its associated research programs through May 2026, provided the federal agencies do not elect to terminate the grants for convenience. The Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies. However, there can be no assurance that the Company will obtain additional governmental grant funding. ● The Company has continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expects to continue to do so for the foreseeable future. ● The Company will continue to pursue Net Operating Loss (“NOL”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program if the program is available. ● The Company plans to pursue potential partnerships for pipeline programs as well as continue to explore merger and acquisition strategies. However, there can be no assurances that the Company can consummate such transactions. ● The Company completed a public offering on April 22, 2024 of 3,275,000 shares of its common stock, pre-funded warrants to purchase 8,600,000 shares of its common stock and common warrants to purchase up to 11,875,000 shares of its common stock at a combined public offering price of $0.40 . The pre-funded warrants have an exercise price of $0.001 . The common warrants have an exercise price of $0.40 per share, are exercisable immediately and expire five years from the issuance date. The total gross proceeds to the Company from this offering were approximately $4.75 ( $4.3 net) million before deducting commissions and other estimated offering expenses. The Company plans to use the proceeds for further support of its programs, as well as for working capital. See Note 8. ● The Company is currently evaluating additional equity/debt financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. Nasdaq Capital Market Listing Requirements On June 23, 2023, the Company received a letter from the staff (the “Staff”) of the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between May 9, 2023 through June 22, 2023, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that the Company would be provided with a compliance period of 180 calendar days, or until December 20, 2023, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). The Company was unable to regain compliance prior to the expiration of the 180-day period. On December 21, 2023, the Company received another written notice (the “Notice”) from the Staff stating that the Company had not complied with the minimum bid price requirement and was not eligible for a second 180-day period because the Company did not comply with the $5,000,000 minimum stockholders’ equity initial listing requirement for Nasdaq. As a result, the Notice indicated that the Company’s common stock would be suspended from trading on Nasdaq unless the Company requested a hearing before the Nasdaq Hearings Panel by December 28, 2023. On March 26, 2024, the Company had an oral hearing with a Nasdaq Hearings Panel to appeal the Staff’s delisting determination, which stayed the trading suspension of the Common Stock pending a final written decision by the Nasdaq Hearings Panel and expiration of any additional extension period granted by the panel following the hearing. In order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the compliance period. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The condensed consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: Specialized BioTherapeutics and Public Health Solutions. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for credit losses has been established. If amounts become uncollectible, they are charged to operations. Impairment of Long-Lived Assets Office furniture and equipment and right of use assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2024 and 2023. Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, research and development incentives receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The carrying amount reported in the condensed consolidated balance sheet as of March 31, 2024 for the convertible debt is its fair value - see Note 4. The principal amount of the convertible debt was $2,900,585 at March 31, 2024 and the fair value was $2,996,136. The fair value of the debt was estimated using the Monte Carlo valuation method, which utilizes certain unobservable inputs. As a result, the fair value estimate represents a Level 3 measurement. A roll forward of the carrying value of the convertible debt to March 31, 2024 is as follows: Balance Conversion Adjustment to Balance December 31, 2023 January 3, 2024 fair value March 31, 2024 Convertible debt at fair value $ 3,260,934 $ (99,416) $ (165,382) $ 2,996,136 Deferred Issuance Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance. Revenue Recognition The Company’s revenues include revenues generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. The Company also records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue From Contracts with Customers Certain amounts received from or billed to customers in accordance with contract terms are deferred and recognized as future performance obligations are satisfied. All amounts earned under contracts with customers other than sales-based royalties are classified as licensing revenue. Sales-based royalties under the Company’s license agreements would be recognized as royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue. Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year three years three months From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of stock options, restricted stock, deferred stock and unrestricted stock to the Company’s employees and non-employees (including consultants). The shares issued under the 2015 Plan are registered on Form S-8 (SEC File No. 333-208515). However, as shares of common stock are not covered by a reoffer prospectus, the certificates reflecting such shares reflect a Securities Act of 1933, as amended restrictive legend. Stock compensation expense for equity-classified awards to non-employees is measured on the date of grant and is recognized when the services are performed. There were no options issued during the three months ended March 31, 2024 and 2023. Foreign Currency Transactions and Translation In accordance with FASB ASC 830 Foreign Currency Matters Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company did not recognize an income tax benefit during the three months ended March 31, 2024. The Company recognized $1,161,197 of income tax benefit, net of transaction costs from the sale of its 2021 NOL carryforwards during the three months ended March 31, 2023. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for the three months ended March 31, 2024 and 2023. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2024 or December 31, 2023. Loss Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing loss applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Included within the Company’s weighted average common shares outstanding for the three months ended March 31, 2024, are common shares issuable upon the exercise of the pre-funded warrants associated with the May 2023 public offering, as these pre-funded warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. The following table summarizes potentially dilutive adjustments to the number of common shares which were excluded from the diluted calculation because their effect would be anti-dilutive due to the losses in each period: As of March 31, 2024 2023 Common stock purchase warrants 6,538,073 — Stock options 906,226 192,273 Convertible debt 2,008,100 146,342 Total 9,452,399 338,615 The weighted average exercise prices of the Company’s warrants and stock options outstanding at March 31, 2024 were $1.50 and $5.52 per share, respectively. The weighted average exercise prices of the Company’s stock options outstanding at March 31, 2023 was $27.56 per share. The weighted average conversion price of the Company’s convertible debt at March 31, 2024 and 2023 was $1.44 and $61.50 per share, respectively. Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions such as the fair value of warrants and stock options and to accrue for clinical trials in process that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Accrued Expenses | Note 3. Accrued Expenses The following is a summary of the Company’s accrued expenses: March 31, December 31, 2024 2023 Clinical trial expenses $ 2,070,955 $ 1,993,784 Other 531,710 424,218 Total $ 2,602,665 $ 2,418,002 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Debt | Note 4. Debt In December 2020, the Company entered into a $20 million convertible debt financing agreement with Pontifax. Under the terms of the agreement with Pontifax, the Company had access to up to $20 million in convertible debt financing in three tranches, which will mature on June 15, 2025 and had an interest-only period for the first two years available but not borrowed as an unused line of credit fee. After the interest-only period, the outstanding principal was to be repaid in quarterly payments of $1 million each commencing in the first quarter of 2023. The agreement is secured by a lien covering substantially all of the Company’s assets, other than intellectual property. Upon the closing of this transaction, the Company borrowed the first tranche of $10 million, had the option to draw the second tranche of $5 million at any time during the initial 12 months of the loan and the third tranche of $5 million upon filing of the new drug application for HyBryte™, subject to certain conditions. The Company elected to let the options to borrow both the second and third tranches expire as of December 15, 2021 and March 15, 2022, respectively. On April 19, 2023, the Company entered into an amendment to the convertible debt financing agreement dated December 15, 2020 with Pontifax. The amendment called for the immediate payment of $5 million of the outstanding principal balance and any accrued interest, waived any prepayment charge in connection with the repayment of this amount and resulted in an outstanding principal balance of $3 million. The amendment also provided for a new interest only period from the date of the amendment through June 30, 2024, reduced quarterly principal repayments from $1 million to $750,000 and eliminated the minimum cash covenant. Further, the amendment reduced the conversion price with respect to the remaining principal amount under the agreement to (i) 90% of the closing price of the Company’s common stock on the day before the delivery of the conversion notice with respect to the first 588,599 shares of the Company’s common stock issuable upon conversion and to (ii) $1.70 with respect to all shares of the Company’s common stock issuable upon conversion in excess of the first 588,599 shares so issued. The remaining terms of the agreement remain in effect without modification. On January, 3, 2024, Pontifax delivered a conversion notice to the Company electing to convert a portion of the remaining principal balance into shares of the Company’s common stock. Upon conversion, the Company issued 146,199 shares of the Company’s common stock at $0.68 per share, reducing the remaining principal balance by $99,416. Pontifax may elect to convert the remaining outstanding loan drawn under the first tranche into additional shares of the Company’s common stock at any time prior to repayment. The Company also has the ability to force the conversion of the loan into shares of its common stock, subject to certain conditions. The amendment to the convertible debt financing agreement with Pontifax resulted in the extinguishment of the original convertible debt for accounting purposes. The Company concluded that the amended debt instrument has an embedded derivative that requires bifurcation pursuant to ASC 815-15-25-1 and qualifies for the fair value option in accordance with ASC 815-15-25-4 through ASC 815-15-25-6. The Company elected to account for the amended convertible debt using the fair value option, which requires the Company to record changes in fair value as a component of other income or expense. The fair value of the convertible debt as of March 31, 2024 was $2,996,136, which resulted in the recognition of $165,382 of other income from the change in the fair value of the convertible debt on the Company’s accompanying condensed consolidated statements of operations during the three months ended March 31, 2024. The fair value of the convertible debt was estimated using the Monte Carlo valuation method. The key assumptions used in the Monte Carlo valuations were as follows: Assumptions 12/31/2023 3/31/2024 Stock price $ 0.76 $ 0.60 Volatility 141.90% 148.80% Discount rate 13.62% 16.16% Risk-free rate 4.65% 5.03% Interest expense incurred during the three months ended March 31, 2024 and 2023 was $61,239 and $187,964, respectively. Interest expense paid during the three months ended March 31, 2024 and 2023 was $64,047 and $213,490, respectively. Annual principal and interest payments due as of March 31, 2024 in accordance with the amended terms of the Pontifax loan agreement, including the January 3, 2024 conversion and assuming no further conversions are as follows: Year Principal Interest Total Remainder of 2024 $ 2,250,000 $ 198,305 $ 2,448,305 2025 650,585 13,889 664,474 Total $ 2,900,585 $ 212,194 $ 3,112,779 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Shareholders' Equity | |
Shareholders' Equity | Note 5. Shareholders’ Equity Common Stock The following items represent transactions in the Company’s common stock for the three months ended March 31, 2024: ● The Company issued Pontifax 146,199 shares of fully vested common stock pursuant to conversion of a portion of the convertible debt principal balance at a conversion price of $0.68 per share on January 3, 2024, the date of issuance. The conversion price was based on 90% of the closing price of the Company’s common stock on the day before the delivery of the conversion notice. The issuance of the Company’s common stock in connection with the convertible debt financing agreement as described above was exempt under Section 3(a)(9) of the Securities Act of 1933, as amended. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies. | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Contractual Obligations The Company has commitments of approximately $230,000 as of March 31, 2024 over the next five years for several licensing agreements with partners and universities. Additionally, the Company has collaboration and license agreements, which upon clinical or commercialization success, may require the payment of milestones of up to approximately $13.2 million, royalties on net sales of covered products ranging from 2% to 3% sub-license Investigational New Drug (“IND”) milestones on covered products of up to approximately $200,000, sub-license income royalties on covered products up to 15% and sub-license global net sales royalties on covered products ranging from 1.5% to 2.5%, if and when achieved. However, there can be no assurance that clinical or commercialization success will occur. The Company currently leases office space which serves as the Company’s corporate headquarters, and both of the Company’s business segments (Specialized BioTherapeutics and Public Health Solutions), operate from this space. Pursuant to an amendment on June 21, 2022, the lease has been extended to October 2025. The current rent of $11,367 per month will be maintained until November 2024 when it will be increased to $11,625 per month where it will remain until expiration. In September 2014, the Company entered into an asset purchase agreement with Hy Biopharma Inc. (“Hy Biopharma”) pursuant to which the Company acquired certain intangible assets, properties and rights of Hy Biopharma related to the development of Hy BioPharma’s synthetic hypericin product. As consideration for the assets acquired, the Company paid $275,000 in cash and issued 12,328 shares of common stock with a fair value based on the Company’s stock price on the date of grant of $3.75 million. These amounts were charged to research and development expense during the third quarter of 2014 as the assets will be used in the Company’s research and development activities and do not have alternative future use pursuant to GAAP. In March 2020, the Company issued 130,413 shares of common stock to Hy Biopharma as payment for achieving a milestone: the Company determining the Phase 3 clinical trial of HyBryte™ to be successful in the treatment of CTCL. The number of shares of common stock issued to Hy Biopharma was calculated using an effective price of $38.40 per share, based upon a formula set forth in the purchase agreement. Provided the sole remaining future success-oriented milestone of FDA approval is attained, the Company will be required to make an additional payment of $5 million, if and when achieved. Such payment will be payable in restricted securities of the Company provided such number of shares does not exceed 19.9% ownership of the Company’s outstanding stock. As of March 31, 2024, no other milestone or royalty payments have been paid or accrued. As a result of the above agreements, the Company has the following contractual obligations: Research and Property and Year Development Other Leases Total April 1 through December 31, 2024 $ 46,000 $ 102,817 $ 148,817 2025 46,000 116,250 162,250 2026 46,000 — 46,000 2027 46,000 — 46,000 2028 46,000 — 46,000 Total $ 230,000 $ 219,067 $ 449,067 Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. A liability is only recorded if management determines that it is both probable and reasonably estimable. |
Operating Segments
Operating Segments | 3 Months Ended |
Mar. 31, 2024 | |
Operating Segments | |
Operating Segments | Note 7. Operating Segments The Company maintains two active operating segments: Specialized BioTherapeutics and Public Health Solutions. Each segment includes an element of overhead costs specifically associated with its operations, with its corporate shared services group responsible for support functions generic to both operating segments. Three Months Ended March 31, 2024 2023 Revenues Specialized BioTherapeutics $ 117,029 $ 155,365 Public Health Solutions — 101,813 Total $ 117,029 $ 257,178 Income (loss) from Operations Specialized BioTherapeutics $ (860,604) $ (910,377) Public Health Solutions (45,997) 427 Corporate (1,210,490) (1,240,739) Total $ (2,117,091) $ (2,150,689) Amortization and Depreciation Expense Specialized BioTherapeutics $ 953 $ 1,071 Public Health Solutions 159 178 Corporate 476 536 Total $ 1,588 $ 1,785 Other (Expense) Income, Net Specialized BioTherapeutics $ 7,540 $ 6,082 Corporate 194,224 (62,699) Total $ 201,764 $ (56,617) Share-Based Compensation Specialized BioTherapeutics $ 20,672 $ 27,427 Public Health Solutions 588 994 Corporate 38,701 45,213 Total $ 59,961 $ 73,634 As of As of March 31, December 31, 2024 2023 Identifiable Assets Specialized BioTherapeutics $ 301,709 $ 272,099 Public Health Solutions 120,475 3,976 Corporate 7,636,201 9,521,251 Total $ 8,058,385 $ 9,797,326 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events | |
Subsequent Events | Note 8. Subsequent Events Pontifax Conversion of Convertible Debt On April 15, 2024, Pontifax delivered a conversion notice to the Company electing to convert a portion of the remaining principal balance into shares of the Company’s common stock. Upon conversion, the Company issued 442,400 shares of the Company’s common stock at $0.35 per share, reducing the remaining principal balance by $154,840. Pontifax may elect to convert the remaining outstanding loan drawn under the first tranche into additional shares of the Company’s common stock at any time prior to repayment. The Company also has the ability to force the conversion of the loan into shares of its common stock, subject to certain conditions. $ 4.75 million Public Offering On April 22, 2024, the Company completed a public offering of (i) 3,275,000 shares of the Company’s common stock, (ii) pre-funded warrants to purchase 8,600,000 shares of the Company’s common stock and (iii) common warrants to purchase 11,875,000 shares of the Company’s common stock. The shares of common stock, or pre-funded warrants in lieu thereof, and the common warrants, were sold in units, with each unit consisting of one share of common stock or one pre-funded warrant in lieu thereof and one common warrant. Each unit comprised of common stock and common warrants was sold at a per unit price of $0.40. Each unit comprised of pre-funded warrants and common warrants was sold at a per unit price of $0.399, which represents the same per unit price less the $0.001 per share exercise price of the pre-funded warrants. The common warrants are exercisable at a price of $0.40 per share, are exercisable immediately and expire five years from the issuance date. The total gross proceeds to the Company from this offering were approximately $4.75 ($4.3 net) million before deducting commissions and other estimated offering expenses payable by the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision-making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: Specialized BioTherapeutics and Public Health Solutions. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Contracts and Grants Receivable | Contracts and Grants Receivable Contracts and grants receivable consist of amounts due from various grants from the NIH and contracts from NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for credit losses has been established. If amounts become uncollectible, they are charged to operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Office furniture and equipment and right of use assets with finite lives are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2024 and 2023. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The carrying amounts reported in the condensed consolidated balance sheet for cash and cash equivalents, contracts and grants receivable, research and development incentives receivable, accounts payable, accrued expenses, and accrued compensation approximate their fair value based on the short-term maturity of these instruments. The carrying amount reported in the condensed consolidated balance sheet as of March 31, 2024 for the convertible debt is its fair value - see Note 4. The principal amount of the convertible debt was $2,900,585 at March 31, 2024 and the fair value was $2,996,136. The fair value of the debt was estimated using the Monte Carlo valuation method, which utilizes certain unobservable inputs. As a result, the fair value estimate represents a Level 3 measurement. A roll forward of the carrying value of the convertible debt to March 31, 2024 is as follows: Balance Conversion Adjustment to Balance December 31, 2023 January 3, 2024 fair value March 31, 2024 Convertible debt at fair value $ 3,260,934 $ (99,416) $ (165,382) $ 2,996,136 |
Deferred Issuance Costs | Deferred Issuance Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred issuance costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of additional paid-in capital generated as a result of the issuance. |
Revenue Recognition | Revenue Recognition The Company’s revenues include revenues generated from government contracts and grants. The revenue from government contracts and grants is based upon subcontractor costs and internal costs incurred that are specifically covered by the contracts and grants, plus a facilities and administrative rate that provides funding for overhead expenses and management fees. These revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs reimbursable internal expenses that are related to the government contracts and grants. The Company also records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606 (“ASC 606”), Revenue From Contracts with Customers Certain amounts received from or billed to customers in accordance with contract terms are deferred and recognized as future performance obligations are satisfied. All amounts earned under contracts with customers other than sales-based royalties are classified as licensing revenue. Sales-based royalties under the Company’s license agreements would be recognized as royalty revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied. To date, the Company has not recognized any royalty revenue. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development |
Share-Based Compensation | Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year three years three months From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for the grant of stock options, restricted stock, deferred stock and unrestricted stock to the Company’s employees and non-employees (including consultants). The shares issued under the 2015 Plan are registered on Form S-8 (SEC File No. 333-208515). However, as shares of common stock are not covered by a reoffer prospectus, the certificates reflecting such shares reflect a Securities Act of 1933, as amended restrictive legend. Stock compensation expense for equity-classified awards to non-employees is measured on the date of grant and is recognized when the services are performed. There were no options issued during the three months ended March 31, 2024 and 2023. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation In accordance with FASB ASC 830 Foreign Currency Matters |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company did not recognize an income tax benefit during the three months ended March 31, 2024. The Company recognized $1,161,197 of income tax benefit, net of transaction costs from the sale of its 2021 NOL carryforwards during the three months ended March 31, 2023. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for the three months ended March 31, 2024 and 2023. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2024 or December 31, 2023. |
Loss Per Share | Loss Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing loss applicable to common stockholders by the weighted-average number of common shares outstanding for the period. Included within the Company’s weighted average common shares outstanding for the three months ended March 31, 2024, are common shares issuable upon the exercise of the pre-funded warrants associated with the May 2023 public offering, as these pre-funded warrants are exercisable at any time for nominal consideration, and as such, the shares are considered outstanding for the purpose of calculating basic and diluted net loss per share attributable to common stockholders. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. The following table summarizes potentially dilutive adjustments to the number of common shares which were excluded from the diluted calculation because their effect would be anti-dilutive due to the losses in each period: As of March 31, 2024 2023 Common stock purchase warrants 6,538,073 — Stock options 906,226 192,273 Convertible debt 2,008,100 146,342 Total 9,452,399 338,615 The weighted average exercise prices of the Company’s warrants and stock options outstanding at March 31, 2024 were $1.50 and $5.52 per share, respectively. The weighted average exercise prices of the Company’s stock options outstanding at March 31, 2023 was $27.56 per share. The weighted average conversion price of the Company’s convertible debt at March 31, 2024 and 2023 was $1.44 and $61.50 per share, respectively. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with generally accepted accounting principles in the U.S. (“GAAP”) requires management to make estimates and assumptions such as the fair value of warrants and stock options and to accrue for clinical trials in process that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of carrying value of convertible debt | A roll forward of the carrying value of the convertible debt to March 31, 2024 is as follows: Balance Conversion Adjustment to Balance December 31, 2023 January 3, 2024 fair value March 31, 2024 Convertible debt at fair value $ 3,260,934 $ (99,416) $ (165,382) $ 2,996,136 |
Schedule of potentially dilutive adjustments to the weighted average number of common shares excluded from the calculation | As of March 31, 2024 2023 Common stock purchase warrants 6,538,073 — Stock options 906,226 192,273 Convertible debt 2,008,100 146,342 Total 9,452,399 338,615 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accrued Expenses | |
Schedule of accrued expenses | March 31, December 31, 2024 2023 Clinical trial expenses $ 2,070,955 $ 1,993,784 Other 531,710 424,218 Total $ 2,602,665 $ 2,418,002 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt | |
Schedule of debt assumptions | Assumptions 12/31/2023 3/31/2024 Stock price $ 0.76 $ 0.60 Volatility 141.90% 148.80% Discount rate 13.62% 16.16% Risk-free rate 4.65% 5.03% |
Schedule of annual principle and interest payments due | Year Principal Interest Total Remainder of 2024 $ 2,250,000 $ 198,305 $ 2,448,305 2025 650,585 13,889 664,474 Total $ 2,900,585 $ 212,194 $ 3,112,779 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies. | |
Schedule of contractual obligation | Research and Property and Year Development Other Leases Total April 1 through December 31, 2024 $ 46,000 $ 102,817 $ 148,817 2025 46,000 116,250 162,250 2026 46,000 — 46,000 2027 46,000 — 46,000 2028 46,000 — 46,000 Total $ 230,000 $ 219,067 $ 449,067 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Operating Segments | |
Schedule of operating segments | Three Months Ended March 31, 2024 2023 Revenues Specialized BioTherapeutics $ 117,029 $ 155,365 Public Health Solutions — 101,813 Total $ 117,029 $ 257,178 Income (loss) from Operations Specialized BioTherapeutics $ (860,604) $ (910,377) Public Health Solutions (45,997) 427 Corporate (1,210,490) (1,240,739) Total $ (2,117,091) $ (2,150,689) Amortization and Depreciation Expense Specialized BioTherapeutics $ 953 $ 1,071 Public Health Solutions 159 178 Corporate 476 536 Total $ 1,588 $ 1,785 Other (Expense) Income, Net Specialized BioTherapeutics $ 7,540 $ 6,082 Corporate 194,224 (62,699) Total $ 201,764 $ (56,617) Share-Based Compensation Specialized BioTherapeutics $ 20,672 $ 27,427 Public Health Solutions 588 994 Corporate 38,701 45,213 Total $ 59,961 $ 73,634 As of As of March 31, December 31, 2024 2023 Identifiable Assets Specialized BioTherapeutics $ 301,709 $ 272,099 Public Health Solutions 120,475 3,976 Corporate 7,636,201 9,521,251 Total $ 8,058,385 $ 9,797,326 |
Nature of Business (Details)
Nature of Business (Details) | 3 Months Ended | |||||
Apr. 22, 2024 USD ($) $ / shares shares | Jan. 03, 2024 USD ($) | Mar. 31, 2024 USD ($) segment shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | |
Nature of business: | ||||||
Number of operating segments | segment | 2 | |||||
Net Income (Loss) | $ (1,915,327) | $ (1,046,109) | ||||
Net cash used in operating activities | (1,342,482) | (2,166,253) | ||||
Reclassification of Convertible Debt From Non-Current to current Liability | 1,000,000 | |||||
Number of shares sold | 70,730 | |||||
Cash and cash equivalents | 7,091,548 | 10,265,850 | $ 8,446,158 | $ 13,359,615 | ||
Net decrease in cash | $ 1,354,610 | 3,093,765 | ||||
Percentage change in cash and cash equivalent | 16% | |||||
Accumulated deficit | $ 227,619,503 | 225,704,176 | ||||
Working capital | 607,499 | $ 3,355,212 | ||||
Working capital increase, decrease | $ (2,747,713) | |||||
Working capital increase (decrease) as a percent | 82% | |||||
Common Stock, Shares, Issued | shares | 10,524,437 | 10,378,238 | ||||
Repayment of debt principal | 1,000,000 | |||||
Consideration paid recorded in general and administrative expense | $ 1,022,051 | 1,235,376 | ||||
Common Stock | ||||||
Nature of business: | ||||||
Number of shares sold | $ 21 | |||||
Subsequent Event | ||||||
Nature of business: | ||||||
Shares issued price per share | $ / shares | $ 0.40 | |||||
Subsequent Event | Public Offering | ||||||
Nature of business: | ||||||
Total gross proceeds | $ 4,750,000 | |||||
Shares issued price per share | $ / shares | $ 0.40 | |||||
Exercise price of warrants | $ / shares | $ 0.001 | |||||
Expiration term of warrants | 5 years | |||||
Net proceeds | $ 4,300,000 | |||||
Subsequent Event | Common Stock | Public Offering | ||||||
Nature of business: | ||||||
Number of shares issued | shares | 3,275,000 | |||||
Exercise price of warrants | $ / shares | $ 0.40 | |||||
Pre-funded warrants | Subsequent Event | Public Offering | ||||||
Nature of business: | ||||||
Number of common warrants to purchase shares issued | shares | 8,600,000 | |||||
Exercise price of warrants | $ / shares | $ 0.001 | |||||
Common warrants | Subsequent Event | Public Offering | ||||||
Nature of business: | ||||||
Number of common warrants to purchase shares issued | shares | 11,875,000 | |||||
Exercise price of warrants | $ / shares | $ 0.40 | |||||
Expiration term of warrants | 5 years | |||||
Convertible Debt | ||||||
Nature of business: | ||||||
Repayment of debt principal | $ 99,416 | |||||
HyBryte | ||||||
Nature of business: | ||||||
Revenue from collaborative arrangement | $ 1,100,000 | |||||
Term (in years) | 4 years | |||||
NIH | ||||||
Nature of business: | ||||||
Government grant funding | $ 673,000,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | |||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2020 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Impairment of long-lived assets | $ 0 | $ 0 | ||
Requisite period (in years) | 3 years | |||
Expiration period | 10 years | |||
Option vesting rights | 25% | |||
Foreign currency transaction gain (loss) | $ 1,209 | (366) | ||
Income tax benefit | (1,161,197) | |||
Interest and penalties | 0 | $ 0 | ||
Unrecognized Tax Benefits | 0 | $ 0 | ||
Convertible debt fair value | 2,996,136 | |||
Convertible Debt | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Debt instrument, face amount | 2,900,585 | $ 20,000,000 | ||
Convertible debt fair value | $ 2,996,136 | |||
Termination benefits | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Expiration period | 3 months | |||
Directors | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Requisite period (in years) | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Carrying Value of Convertible Debt (Details) - USD ($) | 3 Months Ended | ||
Jan. 03, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Debt instruments | |||
Convertible debt repayments | $ (1,000,000) | ||
Adjustment to fair value | $ (165,382) | ||
Convertible Debt | |||
Debt instruments | |||
Convertible debt at fair value as of December 31, 2022 | 3,260,934 | ||
Convertible debt repayments | $ (99,416) | ||
Adjustment to fair value | (165,382) | ||
Convertible debt at fair value as of September 30, 2023 | $ 2,996,136 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Loss per share, Warrants and Options expirations (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded | 9,452,399 | 338,615 |
Weighted average exercise price, outstanding warrants | $ 1.50 | |
Weighted average exercise price, outstanding options | 5.52 | $ 27.56 |
Weighted Average | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion price | $ 1.44 | $ 61.50 |
Common stock purchase warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded | 6,538,073 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded | 906,226 | 192,273 |
Convertible debt | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities excluded | 2,008,100 | 146,342 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued Expenses | ||
Clinical trail expenses | $ 2,070,955 | $ 1,993,784 |
Other | 531,710 | 424,218 |
Total | $ 2,602,665 | $ 2,418,002 |
Debt (Details)
Debt (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jan. 03, 2024 | Apr. 19, 2023 | Apr. 18, 2023 | Dec. 31, 2020 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt instruments | |||||||
Outstanding principal | $ 1,010,934 | ||||||
Repayment of debt principal | $ 1,000,000 | ||||||
Convertible debt fair value | $ 2,996,136 | ||||||
Change in fair value of convertible debt | (165,382) | ||||||
Convertible Debt | |||||||
Debt instruments | |||||||
Debt instrument, face amount | $ 20,000,000 | 2,900,585 | |||||
Number of tranches | three | ||||||
Interest-only period | 2 years | ||||||
Interest rate percentage | 8.47% | ||||||
Unused line of credit fee, as a percent | 1% | ||||||
Outstanding principal periodic payment | $ 1,000,000 | ||||||
Repayment of debt principal | $ 99,416 | ||||||
Convertible debt fair value | 2,996,136 | ||||||
Change in fair value of convertible debt | (165,382) | ||||||
Interest expense | 61,239 | 187,964 | |||||
Interest paid | $ 64,047 | $ 213,490 | |||||
Convertible Debt | Maximum | |||||||
Debt instruments | |||||||
Debt instrument, face amount | 20,000,000 | ||||||
Convertible Debt | First Tranche [Member] | |||||||
Debt instruments | |||||||
Convertible note | 10,000,000 | ||||||
Convertible Debt | Second Tranche [Member] | |||||||
Debt instruments | |||||||
Convertible note | 5,000,000 | ||||||
Convertible Debt | Third Tranche [Member] | |||||||
Debt instruments | |||||||
Convertible note | $ 5,000,000 | ||||||
Convertible Debt | Pontifax | |||||||
Debt instruments | |||||||
Outstanding principal periodic payment | $ 750,000 | $ 1,000,000 | |||||
Amount repaid | 5,000,000 | ||||||
Outstanding principal | $ 3,000,000 | ||||||
Shares of common stock issuable upon conversion | 146,199 | 588,599 | |||||
Fair value per share | $ 0.68 | ||||||
Repayment of debt principal | $ 99,416 | ||||||
Convertible Debt | Pontifax | First 588,599 shares of common stock issuable upon conversion | |||||||
Debt instruments | |||||||
Reduction in conversion price as percentage of closing price of the common stock on the day before the delivery of the conversion notice | 90% | ||||||
Reduction in conversion price | $ 1.70 |
Debt - Assumptions (Details)
Debt - Assumptions (Details) | Mar. 31, 2024 $ / shares | Apr. 19, 2023 $ / shares |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.60 | 0.76 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 1.4880 | 1.4190 |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.1616 | 0.1362 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Debt Instrument, Measurement Input | 0.0503 | 0.0465 |
Debt - Payments due (Details)
Debt - Payments due (Details) | Mar. 31, 2024 USD ($) |
Debt instruments | |
Remainder of 2024 | $ 2,448,305 |
2025 | 664,474 |
Total | 3,112,779 |
Principal [Member] | |
Debt instruments | |
Remainder of 2024 | 2,250,000 |
2025 | 650,585 |
Total | 2,900,585 |
Interest [Member] | |
Debt instruments | |
Remainder of 2024 | 198,305 |
2025 | 13,889 |
Total | $ 212,194 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | 3 Months Ended | |
Jan. 03, 2024 | Mar. 31, 2024 | |
Convertible Debt | Pontifax | ||
Class of Stock [Line Items] | ||
Fair value per share | $ 0.68 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares issued on exercise of warrants | 146,199 | |
Common Stock | Convertible Debt | ||
Class of Stock [Line Items] | ||
Reduction in conversion price as percentage of closing price of the common stock on the day before the delivery of the conversion notice | 90% | |
Common Stock | Convertible Debt | Pontifax | ||
Class of Stock [Line Items] | ||
Number of shares issued on exercise of warrants | 146,199 | |
Fair value per share | $ 0.68 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2014 | Mar. 31, 2024 | Jun. 21, 2022 | |
Other Commitments [Line Items] | ||||
Contractual obligation | $ 449,067 | |||
Maximum payment for commitment milestones | 13,200,000 | |||
Sub license milestones payments on covered products | $ 200,000 | |||
Percentage of sub license income on royalties | 15% | |||
Lease rent per month | $ 11,367 | |||
From Period Till November 2024 [Member] | ||||
Other Commitments [Line Items] | ||||
Lease rent per month | $ 11,625 | |||
Research and Development Arrangement [Member] | ||||
Other Commitments [Line Items] | ||||
Contractual obligation | $ 230,000 | |||
Asset Purchase Agreement [Member] | ||||
Other Commitments [Line Items] | ||||
Cash paid to acquire intangible asset | $ 275,000 | |||
Issuance of shares for assets (in shares) | 12,328 | |||
Fair value of shares issued in connection with asset purchase | $ 3,750,000 | |||
Issuance of common stock | 130,413 | |||
Effective price per share (in dollars per share) | $ 38.40 | |||
Ownership of company outstanding | 19.90% | |||
Minimum | ||||
Other Commitments [Line Items] | ||||
Percentage for royalties | 2% | |||
Percentage of global net sales royalties on covered products | 1.50% | |||
Maximum | ||||
Other Commitments [Line Items] | ||||
Percentage for royalties | 3% | |||
Percentage of global net sales royalties on covered products | 2.50% | |||
Maximum | Asset Purchase Agreement [Member] | Scenario, Plan [Member] | ||||
Other Commitments [Line Items] | ||||
Contingent consideration | $ 5,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Maturity (Details) | Mar. 31, 2024 USD ($) |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
April 1 through December 31, 2024 | $ 148,817 |
2025 | 162,250 |
2026 | 46,000 |
2027 | 46,000 |
2028 | 46,000 |
Total | 449,067 |
Research and Development Arrangement [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
April 1 through December 31, 2024 | 46,000 |
2025 | 46,000 |
2026 | 46,000 |
2027 | 46,000 |
2028 | 46,000 |
Total | 230,000 |
Lease Agreements [Member] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |
April 1 through December 31, 2024 | 102,817 |
2025 | 116,250 |
Total | $ 219,067 |
Operating Segments (Details)
Operating Segments (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) segment | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Segment reporting | |||
Revenues | $ 117,029 | $ 257,178 | |
Income (loss) from Operations | (2,117,091) | (2,150,689) | |
Amortization and Depreciation Expense | 1,588 | 1,785 | |
Other (Expense) Income, Net | 201,764 | (56,617) | |
Share-Based Compensation | 59,961 | 73,634 | |
Identifiable Assets | $ 8,058,385 | $ 9,797,326 | |
Number of operating segments | segment | 2 | ||
Operating Segments [Member] | Specialized BioTherapeutics [Member] | |||
Segment reporting | |||
Revenues | $ 117,029 | 155,365 | |
Income (loss) from Operations | (860,604) | (910,377) | |
Amortization and Depreciation Expense | 953 | 1,071 | |
Other (Expense) Income, Net | 7,540 | 6,082 | |
Share-Based Compensation | 20,672 | 27,427 | |
Identifiable Assets | 301,709 | 272,099 | |
Operating Segments [Member] | Public Health Solutions [Member] | |||
Segment reporting | |||
Revenues | 101,813 | ||
Income (loss) from Operations | (45,997) | 427 | |
Amortization and Depreciation Expense | 159 | 178 | |
Share-Based Compensation | 588 | 994 | |
Identifiable Assets | 120,475 | 3,976 | |
Corporate [Member] | |||
Segment reporting | |||
Income (loss) from Operations | (1,210,490) | (1,240,739) | |
Amortization and Depreciation Expense | 476 | 536 | |
Other (Expense) Income, Net | 194,224 | (62,699) | |
Share-Based Compensation | 38,701 | $ 45,213 | |
Identifiable Assets | $ 7,636,201 | $ 9,521,251 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 3 Months Ended | ||||
Apr. 22, 2024 | Apr. 15, 2024 | Jan. 03, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Subsequent Event | |||||
Repayment of debt principal | $ 1,000,000 | ||||
Common Stock | |||||
Subsequent Event | |||||
Issuance of common stock associated with conversion of debt (in shares) | 146,199 | ||||
Convertible Debt | |||||
Subsequent Event | |||||
Repayment of debt principal | $ 99,416 | ||||
Convertible Debt | Pontifax | |||||
Subsequent Event | |||||
Fair value per share | $ 0.68 | ||||
Repayment of debt principal | $ 99,416 | ||||
Convertible Debt | Pontifax | Common Stock | |||||
Subsequent Event | |||||
Issuance of common stock associated with conversion of debt (in shares) | 146,199 | ||||
Fair value per share | $ 0.68 | ||||
Subsequent Event | |||||
Subsequent Event | |||||
Shares issued price per share | $ 0.40 | ||||
Subsequent Event | Public Offering | |||||
Subsequent Event | |||||
Shares issued price per share | 0.40 | ||||
Exercise price of warrants | 0.001 | ||||
Price per unit | $ 0.399 | ||||
Expiration term of warrants | 5 years | ||||
Total gross proceeds | $ 4,750,000 | ||||
Net proceeds | $ 4,300,000 | ||||
Subsequent Event | Public Offering | Pre-funded warrants | |||||
Subsequent Event | |||||
Number of common warrants to purchase shares issued | 8,600,000 | ||||
Number of shares in an unit | 1 | ||||
Exercise price of warrants | $ 0.001 | ||||
Subsequent Event | Public Offering | Common warrants | |||||
Subsequent Event | |||||
Number of common warrants to purchase shares issued | 11,875,000 | ||||
Number of warrants in an unit | 1 | ||||
Exercise price of warrants | $ 0.40 | ||||
Expiration term of warrants | 5 years | ||||
Subsequent Event | Public Offering | Common Stock | |||||
Subsequent Event | |||||
Number of shares issued | 3,275,000 | ||||
Number of shares in an unit | 1 | ||||
Exercise price of warrants | $ 0.40 | ||||
Subsequent Event | Convertible Debt | Pontifax | |||||
Subsequent Event | |||||
Issuance of common stock associated with conversion of debt (in shares) | 442,400 | ||||
Fair value per share | $ 0.35 | ||||
Repayment of debt principal | $ 154,840 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,915,327) | $ (1,046,109) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |