Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | VOLITIONRX LIMITED | |
Entity Central Index Key | 0000093314 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 78,136,364 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-36833 | |
Entity Incorporation State Country Code | DE | |
Entity Tax Identification Number | 91-1949078 | |
Entity Address Address Line 1 | 1489 West Warm Springs Road | |
Entity Address Address Line 2 | Suite 110 | |
Entity Address City Or Town | Henderson | |
Entity Address State Or Province | NV | |
City Area Code | 646 | |
Local Phone Number | 650–1351 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | VNRX | |
Security Exchange Name | NYSEAMER | |
Entity Interactive Data Current | Yes | |
Entity Address Postal Zip Code | 89014 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 19,743,274 | $ 10,867,050 |
Accounts receivable | 196,487 | 72,609 |
Prepaid expenses | 1,024,728 | 784,920 |
Other current assets | 542,639 | 447,566 |
Total Current Assets | 21,507,128 | 12,172,145 |
Property and equipment, net | 5,455,395 | 5,393,012 |
Operating lease right-of-use assets | 530,669 | 619,392 |
Intangible assets, net | 67,722 | 110,505 |
Total Assets | 27,560,914 | 18,295,054 |
Current Liabilities | ||
Accounts payable | 3,492,746 | 3,043,008 |
Accrued liabilities | 3,391,347 | 2,872,247 |
Deferred revenue | 10,000,000 | 10,000,000 |
Management and directors' fees payable | 72,997 | 71,119 |
Current portion of long-term debt | 1,199,386 | 1,066,700 |
Current portion of finance lease liabilities | 47,419 | 46,014 |
Current portion of operating lease liabilities | 218,142 | 245,163 |
Current portion of grant repayable | 42,558 | 41,836 |
Warrant liability | 337,989 | 0 |
Total Current Liabilities | 18,802,584 | 17,386,087 |
Long-term debt, net of current portion | 2,452,305 | 2,779,240 |
Finance lease liabilities, net of current portion | 419,804 | 436,132 |
Operating lease liabilities, net of current portion | 340,314 | 400,091 |
Grant repayable, net of current portion | 427,732 | 420,466 |
Total Long-Term Liabilities | 3,640,155 | 4,035,929 |
Total Liabilities | 22,442,739 | 21,422,016 |
Stockholders' Equity (Deficit) | ||
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 78,136,364 shares and 57,873,379 shares, respectively | 78,137 | 57,873 |
Additional paid-in capital | 191,065,293 | 164,397,468 |
Accumulated other comprehensive income | 208,331 | 227,097 |
Accumulated deficit | (185,507,956) | (167,257,429) |
Total VolitionRx Limited Stockholders' Equity (Deficit) | 5,843,805 | (2,574,991) |
Non-controlling interest | (725,630) | (551,971) |
Total Stockholders' Equity (Deficit) | 5,118,175 | (3,126,962) |
Total Liabilities and Stockholders' Equity (Deficit) | $ 27,560,914 | $ 18,295,054 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Issued | 78,136,364 | 57,873,379 |
Common Stock, Shares Outstanding | 78,136,364 | 57,873,379 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Services | $ 50,163 | $ 10,046 | $ 55,519 | $ 70,300 |
Product | 166,147 | 29,706 | 310,599 | 83,663 |
Total Revenues | 216,310 | 39,752 | 366,118 | 153,963 |
Operating Expenses | ||||
Research and development | 5,451,287 | 3,279,323 | 10,356,965 | 6,869,376 |
General and administrative | 2,644,957 | 3,085,840 | 5,226,660 | 5,687,992 |
Sales and marketing | 1,669,102 | 1,774,064 | 3,376,559 | 3,373,047 |
Total Operating Expenses | 9,765,346 | 8,139,227 | 18,960,184 | 15,930,415 |
Operating Loss | (9,549,036) | (8,099,475) | (18,594,066) | (15,776,452) |
Other Income (Expenses) | ||||
Grant income | 0 | 393,440 | 165,795 | 393,440 |
Interest income | 27,109 | 11,161 | 84,757 | 11,163 |
Interest expense | (58,321) | (37,129) | (109,643) | (78,161) |
Gain on change in fair value of warrant liability | 28,971 | 0 | 28,971 | 0 |
Total Other Income (Expenses) | (2,241) | 367,472 | 169,880 | 326,442 |
Net Loss | (9,551,277) | (7,732,003) | (18,424,186) | (15,450,010) |
Net Loss Attributable to Non-Controlling Interest | 80,298 | 82,302 | 173,659 | 166,279 |
Net Loss Attributable to VolitionRx Limited Stockholders | (9,470,979) | (7,649,701) | (18,250,527) | (15,283,731) |
Other Comprehensive Income (Loss) | ||||
Foreign currency translation adjustments | 37,712 | 214,097 | (18,766) | 96,193 |
Net Comprehensive Loss | $ (9,513,565) | $ (7,517,906) | $ (18,442,952) | $ (15,353,817) |
Net Loss Per Share - Basic and Diluted Attributable to VolitionRx Limited | $ (0.14) | $ (0.14) | $ (0.29) | $ (0.28) |
Weighted Average Shares Outstanding | ||||
- Basic and Diluted | 66,884,368 | 53,810,500 | 63,613,224 | 53,803,076 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) | Total | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interest |
Balance, shares at Dec. 31, 2021 | 53,772,261 | |||||
Balance, amount at Dec. 31, 2021 | $ 17,722,105 | $ 53,772 | $ 154,730,938 | $ 148,326 | $ (136,988,636) | $ (222,295) |
Common stock issued for cash, net of issuance costs, shares | 3,000 | |||||
Common stock issued for cash, net of issuance costs, amount | 9,467 | $ 3 | 9,464 | 0 | 0 | 0 |
Common stock issued for settlement of RSUs, shares | 15,000 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 15 | (15) | 0 | 0 | 0 |
Stock-based compensation | 915,031 | 0 | 915,031 | 0 | 0 | 0 |
Foreign currency translation | (117,904) | 0 | 0 | (117,904) | 0 | 0 |
Net loss for the period | (7,718,007) | $ 0 | 0 | 0 | (7,634,030) | (83,977) |
Balance, shares at Mar. 31, 2022 | 53,790,261 | |||||
Balance, amount at Mar. 31, 2022 | 10,810,692 | $ 53,790 | 155,655,418 | 30,422 | (144,622,666) | (306,272) |
Balance, shares at Dec. 31, 2021 | 53,772,261 | |||||
Balance, amount at Dec. 31, 2021 | 17,722,105 | $ 53,772 | 154,730,938 | 148,326 | (136,988,636) | (222,295) |
Net loss for the period | (15,450,010) | |||||
Balance, shares at Jun. 30, 2022 | 53,846,973 | |||||
Balance, amount at Jun. 30, 2022 | 4,079,102 | $ 53,847 | 156,441,677 | 244,519 | (152,272,367) | (388,574) |
Balance, shares at Mar. 31, 2022 | 53,790,261 | |||||
Balance, amount at Mar. 31, 2022 | 10,810,692 | $ 53,790 | 155,655,418 | 30,422 | (144,622,666) | (306,272) |
Common stock issued for settlement of RSUs, shares | 56,712 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 57 | (57) | 0 | 0 | 0 |
Stock-based compensation | 854,304 | 0 | 854,304 | 0 | 0 | 0 |
Foreign currency translation | 214,097 | 0 | 0 | 214,097 | 0 | 0 |
Net loss for the period | (7,732,003) | 0 | 0 | 0 | (7,649,701) | (82,302) |
Tax withholdings paid related to stock-based compensation | (67,988) | $ 0 | (67,988) | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 53,846,973 | |||||
Balance, amount at Jun. 30, 2022 | 4,079,102 | $ 53,847 | 156,441,677 | 244,519 | (152,272,367) | (388,574) |
Balance, shares at Dec. 31, 2022 | 57,873,379 | |||||
Balance, amount at Dec. 31, 2022 | (3,126,962) | $ 57,873 | 164,397,468 | 227,097 | (167,257,429) | (551,971) |
Common stock issued for cash, net of issuance costs, shares | 5,224,703 | |||||
Common stock issued for cash, net of issuance costs, amount | 8,427,655 | $ 5,225 | 8,422,430 | 0 | 0 | 0 |
Common stock issued for settlement of RSUs, shares | 26,978 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 27 | (27) | 0 | 0 | 0 |
Stock-based compensation | 693,657 | 0 | 693,657 | 0 | 0 | 0 |
Foreign currency translation | (56,478) | 0 | 0 | (56,478) | 0 | 0 |
Net loss for the period | (8,872,909) | 0 | 0 | 0 | (8,779,548) | (93,361) |
Tax withholdings paid related to stock-based compensation | (14,336) | $ 0 | (14,336) | 0 | 0 | 0 |
Common stock repurchased, shares | (13,294) | |||||
Common stock repurchased, amount | (31,772) | $ (13) | (31,759) | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2023 | 63,111,766 | |||||
Balance, amount at Mar. 31, 2023 | (2,981,145) | $ 63,112 | 173,467,433 | 170,619 | (176,036,977) | (645,332) |
Balance, shares at Dec. 31, 2022 | 57,873,379 | |||||
Balance, amount at Dec. 31, 2022 | (3,126,962) | $ 57,873 | 164,397,468 | 227,097 | (167,257,429) | (551,971) |
Net loss for the period | (18,424,186) | |||||
Balance, shares at Jun. 30, 2023 | 78,136,364 | |||||
Balance, amount at Jun. 30, 2023 | 5,118,175 | $ 78,137 | 191,065,293 | 208,331 | (185,507,956) | (725,630) |
Balance, shares at Mar. 31, 2023 | 63,111,766 | |||||
Balance, amount at Mar. 31, 2023 | (2,981,145) | $ 63,112 | 173,467,433 | 170,619 | (176,036,977) | (645,332) |
Common stock issued for settlement of RSUs, shares | 74,598 | |||||
Common stock issued for settlement of RSUs, amount | 0 | $ 75 | (75) | 0 | 0 | 0 |
Stock-based compensation | 592,174 | 0 | 592,174 | 0 | 0 | 0 |
Foreign currency translation | 37,712 | 0 | 0 | 37,712 | 0 | 0 |
Net loss for the period | (9,551,277) | 0 | 0 | 0 | (9,470,979) | (80,298) |
Tax withholdings paid related to stock-based compensation | (65,895) | $ 0 | (65,895) | 0 | 0 | 0 |
Common stock issued for cash, net of issuance costs and allocation to warrant liability, shares | 14,950,000 | |||||
Common stock issued for cash, net of issuance costs and allocation to warrant liability, amount | 17,086,606 | $ 14,950 | 17,071,656 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2023 | 78,136,364 | |||||
Balance, amount at Jun. 30, 2023 | $ 5,118,175 | $ 78,137 | $ 191,065,293 | $ 208,331 | $ (185,507,956) | $ (725,630) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating Activities | ||
Net loss | $ (18,424,186) | $ (15,450,010) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 560,313 | 449,706 |
Amortization of operating lease right-of-use assets | 127,210 | 133,260 |
Stock-based compensation | 1,285,831 | 1,769,335 |
Gain on change in fair value of warrant liability | (28,971) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (166,351) | (337,701) |
Accounts receivable | (196,487) | 3,963 |
Other current assets | (95,073) | (187,337) |
Deferred revenue, current and non-current | 0 | 9,987,488 |
Accounts payable and accrued liabilities | 961,764 | 1,088,936 |
Management and directors' fees payable | 9,019 | 2,958 |
Right-of-use assets operating leases liabilities | (125,393) | (115,548) |
Net Cash Used In Operating Activities | (16,092,324) | (2,654,950) |
Investing Activities | ||
Purchases of property and equipment | (501,986) | (665,942) |
Net Cash Used In Investing Activities | (501,986) | (665,942) |
Financing Activities | ||
Net proceeds from issuances of common stock | 25,881,221 | 9,464 |
Tax withholdings paid related to stock-based compensation | (80,231) | (67,988) |
Common stock repurchased | (31,772) | 0 |
Proceeds from long-term debt | 216,908 | 0 |
Payments on long-term debt | (475,965) | (631,667) |
Payments on finance lease obligations | (23,188) | (24,384) |
Net Cash Provided By (Used In) Financing Activities | 25,486,973 | (714,575) |
Effect of foreign exchange on cash | (16,439) | 184,595 |
Net change in cash and cash equivalents | 8,876,224 | (3,850,872) |
Cash and cash equivalents - beginning of the period | 10,867,050 | 20,581,313 |
Cash and cash equivalents - End of Period | 19,743,274 | 16,730,441 |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | 109,643 | 78,161 |
Non-Cash Financing Activities | ||
Common stock issued on cashless exercises of stock options and settlement of vested RSUs | 102 | 72 |
Offering costs from issuance of common stock | 239,772 | 0 |
Fair value of warrants issued in connection with public offering | 366,960 | 0 |
Non-cash note payable | $ 356,258 | $ 620,549 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis of Presentation and Summary of Significant Accounting Policies | No te 1 – Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The interim condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) for the three and six months ended June 30, 2023 and June 30, 2022, are unaudited. These interim consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2023, and its results of operations and cash flows for the periods ended June 30, 2023 and June 30, 2022. The results of operations for the periods ended June 30, 2023 and June 30, 2022, are not necessarily indicative of the results for a full-year period. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (the "SEC") on March 15, 2023 (the “Annual Report”). U se of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. In addition, the Company has considered the potential impact of certain economic factors, including inflation, rising interest rates, and recessionary pressures, on its business and operations. Although the full impact of these factors is unknown and cannot be reasonably estimated, the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, the Company’s actual results may differ materially and adversely from these estimates and assumptions, which may result in material effects on the Company’s financial condition, results of operations, and liquidity. To the extent there are material differences between the estimates and the actual results, the Company’s condensed consolidated financial statements could be materially affected. P rinciples of Consolidation The accompanying condensed consolidated financial statements for the period ended June 30, 2023 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited (“Singapore Volition”) and Volition Global Services SRL (“Volition Global”). Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f), Commitments and Contingencies – Other Commitments Cash and Cash Equivalents For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2023, cash and cash equivalents totaled approximately $19.7 million, of which $nil million was held in an overnight money market account. Accounts Receivables Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2023, the accounts receivable balance was $196,487 and the allowance for doubtful debts was $nil. Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented under “Royalty” under the condensed consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the condensed consolidated statements of operations and comprehensive loss. Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the condensed consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Revenue from Heska Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines. The License Agreement also contains time-based triggers that could accelerate Heska’s obligation to remit one or more of the foregoing payments prior to the achievement of the specified commercial milestones. Any further expansion of the License Agreement to cover other cancer and non-cancer indications is subject to negotiation between the parties. Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is responsible for marketing and distribution efforts and related costs. Deferred Revenue (Contract Liabilities) and Contract Assets Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts), but have not been recognized as revenue because the related performance obligations are deemed incomplete. As of June 30, 2023, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to the Heska License Agreement. Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of June 30, 2023. Leases The Company accounts for leases in accordance with ASC Topic 842, “Leases.” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. B asic and Diluted Net Loss Per Share The Company computes net loss per share in accordance with ASC 260, “ Earnings Per Share,” Foreign Currency Translation The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “ Foreign Currency Matters – Foreign Currency Transactions.” Fair Value Measurements Pursuant to ASC 820, “ Fair Value Measurements and Disclosures,” Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and a warrant liability. These items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability, which is considered Level 2 and is recorded at fair value at the end of each reporting period. Included in the following table are the Company’s major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements at June 30, 2023 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 337,989 - 337,989 Fair Value Measurements (continued) As of December 31, 2022, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the six months ended June 30, 2023, as follows: Warrant Liability $ Balance at December 31, 2022 - Fair value of warrant liability, at issuance 366,960 Gain on change in fair value of warrant liability (28,971 ) Balance at June 30, 2023 337,989 Research and Development In accordance with ASC 730, “ Research and Development Warrants Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Contracts in Entity’s Own Equity”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation.” Stock-Based Compensation Reclassification Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts for the three and six months ended June 30, 2023. A previously classified loan note has been recategorized as accounts payable balance in the consolidated statements of cashflows. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Going Concern | |
Going Concern | No te 2 - Going Concern The Company's condensed consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $185.5 million, has had negative cash flows from operations on an annual basis, and has minimal revenues, which creates substantial doubt about its ability to continue as a going concern for a period of at least one year from the date of issuance of these condensed consolidated financial statements. The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions, financing and/or to generate revenues as may be required to sustain its operations. Management plans to address the above as needed by (a) securing additional grant funds, (b) obtaining additional financing through debt or equity transactions, (c) granting licenses to third parties in exchange for specified up-front and/or milestone payments, and (d) developing and commercializing its products on an accelerated timeline. Management continues to exercise tight cost controls to conserve cash. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Property And Equipment | No te 3 - Property and Equipment The Company’s property and equipment consisted of the following amounts as of June 30, 2023 and December 31, 2022: June 30, 2023 Useful Life Cost $ Accumulated Depreciation $ Net Carrying Value $ Computer hardware and software 3 years 701,965 556,923 145,042 Laboratory equipment 5 years 4,416,852 2,087,220 2,329,632 Office furniture and equipment 5 years 369,630 262,134 107,496 Buildings 30 years 2,089,830 338,369 1,751,461 Building improvements 5-15 years 1,367,922 377,171 990,751 Land Not amortized 131,013 - 131,013 9,077,212 3,621,817 5,455,395 December 31, 2022 Useful Life Cost $ Accumulated Depreciation $ Net Carrying Value $ Computer hardware and software 3 years 656,759 497,306 159,453 Laboratory equipment 5 years 4,190,289 1,951,387 2,238,902 Office furniture and equipment 5 years 358,575 239,436 119,139 Buildings 30 years 2,054,332 298,397 1,755,935 Building improvements 5-15 years 1,317,132 326,337 990,795 Land Not amortized 128,788 - 128,788 8,705,875 3,312,863 5,393,012 During the six-month periods ended June 30, 2023 and June 30, 2022, the Company recognized $517,921 and $407,059, respectively, in depreciation expense. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets | |
Intangible Assets | No te 4 - Intangible Assets The Company’s intangible assets consist of patents, mainly acquired in the acquisition of Belgian Volition. The patents are being amortized over the assets’ estimated useful lives, which range from 8 to 20 years. June 30, 2023 Cost $ Accumulated Amortization $ Net Carrying Value $ Patents 1,120,330 1,052,608 67,722 December 31, 2022 Cost $ Accumulated Amortization $ Net Carrying Value $ Patents 1,104,103 993,598 110,505 During the six-month periods ended June 30, 2023 and June 30, 2022, the Company recognized $42,392 and $42,647, respectively, in amortization expense. The Company amortizes the patents on a straight-line basis with terms ranging from 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2023 $ 43,050 2024 $ 24,672 Total Intangible Assets $ 67,722 The Company periodically reviews its long-lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 “ Property, Plant and Equipment, |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related-Party Transactions | |
Related-Party Transactions | No te 5 - Related-Party Transactions See Note 6, Common Stock Stock-Based Compensation, |
Common Stock
Common Stock | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
Common Stock | No te 6 - Common Stock As of June 30, 2023, the Company was authorized to issue 100 million shares of common stock, par value $0.001 per share, of which 78,136,364 and 57,873,379 shares were issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. Stock Option Exercises During the six months ended June 30, 2023, no shares of common stock were issued pursuant to the exercise of stock options. Stock Options Expired / Cancelled The table below summarizes the stock options granted under the Company’s 2015 Stock Incentive Plan (the “2015 Plan”) or the 2011 Equity Incentive Plan (the “2011 Plan”), as indicated, that expired or were cancelled during the six months ended June 30, 2023. Equity Incentive Plan Options (#) Grant Date Options Cancelled (#) Grant Price ($) Cancellation Date 2015 25,000 Apr 15, 2016 25,000 4.00 Feb 18, 2023 2015 55,000 Apr 13, 2020 55,000 3.60 Feb 18, 2023 2015 50,000 Mar 30, 2017 50,000 5.00 Feb 18, 2023 2015 50,000 Feb 11, 2019 50,000 3.25 Feb 18, 2023 2015 50,000 Jan 23, 2018 50,000 4.00 Feb 18, 2023 2015 32,383 Aug 3, 2021 32,383 3.40 Feb 18, 2023 2011 5,267 Mar 20, 2013 5,267 4.35 Mar 20, 2023 2011 1,100 Mar 20, 2013 1,100 4.35 Mar 20, 2023 2015 4,317 Aug 3, 2021 4,317 3.40 Jun 28, 2023 273,067 273,067 RSU Settlements Below is a table summarizing the RSUs vested and settled during the six months ended June 30, 2023, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs Vested (#) Vest Date Shares issued (#) Shares Withheld for Taxes (#) 2015 15,000 Mar 25, 2023 15,000 - 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 146,500 101,576 44,924 Warrant Expiration Effective February 26, 2023, a warrant to purchase 125,000 shares of common stock expired unexercised. Equity Capital Raises On February 17, 2023, the Company entered into an underwriting agreement with Newbridge Securities Corporation (“Newbridge”) in connection with an underwritten public offering of 4,945,000 shares of the Company’s common stock, which includes Newbridge’s exercise in full of its overallotment option, pursuant to the Company’s “shelf” registration statement on Form S-3 (declared effective by the SEC on November 8, 2021, File No. 333-259783) (as amended and supplemented from time to time, the “2021 Form S-3”). The public offering price was $1.75 per share. The underwriter purchased the shares from the Company at a price of $1.6275 per share on February 22, 2023, after taking into account the underwriting discounts and commissions. The net proceeds received by the Company for the sale and issuance of the shares were approximately $8.0 million, before deducting offering expenses of $0.2 million paid by the Company. On June 1, 2023, the Company entered into an underwriting agreement with Prime Executions, Inc. dba Freedom Capital Markets (“Freedom”) acting as the book-running manager of the offering and Bancroft Capital, LLC (“Bancroft”) acting as co-manager in connection with an underwritten public offering of 14,950,000 shares of the Company’s common stock, which includes Freedom’s exercise in full of its overallotment option, pursuant to the 2021 Form S-3. The underwriter purchased 13,000,000 shares and 1,950,000 shares from the Company on June 5 and June 23, 2023 respectively. The public offering price was $1.27 per share. The underwriter purchased the shares from the Company at a price of $1.1811 per share. The net proceeds received by the Company for the sale and issuance of the shares were approximately $17.6 million, before deducting offering expenses of $0.1 million paid by the Company. In addition, the Company issued warrants to purchase an aggregate of 448,500 shares of Company common stock to Freedom, at an exercise price of $2.00 per share. The Company evaluated the warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480 and ASC 815-40. The Company determined the warrants issued in the Freedom offering failed the indexation guidance under ASC 815-40, specifically, the warrants provide for a Black-Scholes value calculation in the event of certain transactions (“Fundamental Transactions”), which includes a floor on volatility utilized in the value calculation at 100% or greater. The Company has determined that this provision introduces leverage to the holders of the warrants that could result in a value that would be greater than the settlement amount of a fixed-for-fixed option on the Company’s own equity shares. Accordingly, pursuant to ASC 815-40, the Company has classified the fair value of the warrants as a liability upon issuance and marked to market each reporting period in the Company’s consolidated statement of operations until their exercise or expiration. The fair value of the warrants as of June 1, 2023, the issuance date, and June 30, 2023, were $366,960 and $337,989, respectively. The warrant liability was estimated using the Black-Scholes pricing model with the following assumptions. (At Issuance) June 30, 2023 June 1, 2023 Risk-free interest rate 3.7% 3.7% Expected volatility 71.96% 71.56% Expected life (years) 5.03 5.03 Expected dividend yield - - Total fair value $ 337,989 $ 366,960 The fair value of the warrants deemed to be a liability, due to certain contingent put features, was determined using the Black-Scholes option pricing model, which was deemed to be an appropriate model due to the terms of the warrants issued, including a fixed term and exercise price. Equity Distribution Agreement On May 20, 2022, the Company entered into an equity distribution agreement (the “2022 EDA”) with Jefferies LLC (“Jefferies”) to sell shares of the Company’s common stock, with an aggregate offering price of up to $25.0 million, from time to time through an “at the market” offering pursuant to the Company’s 2021 Form S-3 through Jefferies acting as the Company’s agent and/or principal. The Company is not obligated to sell any shares under the 2022 EDA. During the three months ended June 30, 2023, the Company did not sell any shares of its common stock under the 2022 EDA. During the six months ended June 30, 2023, the Company raised aggregate net proceeds (net of broker commissions and fees) of approximately $0.7 million under the 2022 EDA through the sale of 279,703 shares of its common stock. As of June 30, 2023, the Company has raised aggregate net proceeds (net of broker commissions and fees) of approximately $1.5 million under the 2022 EDA through the sale of 630,532 shares of its common stock. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Stock-Based Compensation | |
Stock-based Compensation | No te 7 – Stock-Based Compensation a ) Warrants The following table summarizes the changes in warrants outstanding of the Company during the six-month period ended June 30, 2023. Number of Warrants Weighted Average Exercise Price ($) Outstanding at December 31, 2022 539,000 3.80 Granted 448,500 2.00 Expired/Cancelled (125,000 ) 2.47 Outstanding at June 30, 2023 862,500 3.05 Exercisable at June 30, 2023 387,000 4.28 Below is a table summarizing the warrants issued and outstanding as of June 30, 2023, which have an aggregate weighted average remaining contractual life of 4.33 years. Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 448,500 - 2.00 4.96 897,000 54,000 27,000 3.05 5.27 164,700 50,000 50,000 3.45 2.67 172,500 125,000 125,000 3.95 3.51 493,750 185,000 185,000 4.90 3.59 906,500 862,500 387,000 2,634,450 Stock-based compensation expense related to warrants of $20,320 and $53,601 was recorded in the six months ended June 30, 2023 and June 30, 2022, respectively. Total remaining unrecognized compensation cost related to non-vested warrants is $15,492 and is expected to be recognized over a period of 0.76 years. As of June 30, 2023, the total intrinsic value of warrants outstanding was $nil. b) Options The following table summarizes the changes in options outstanding of the Company during the six-month period ended June 30, 2023. Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2022 4,985,105 3.87 Expired/Cancelled (273,067 ) 3.89 Outstanding at June 30, 2023 4,712,038 3.87 Exercisable at June 30, 2023 4,226,261 3.93 Below is a table summarizing the options issued and outstanding as of June 30, 2023, all of which were issued pursuant to the Company’s 2011 Plan (for option issuances prior to 2016) or the 2015 Plan (for option and RSU issuances commencing in 2016) and which have an aggregate weighted average remaining contractual life of 4.73 years. As of June 30, 2023, an aggregate of 9,700,000 shares of common stock were authorized for issuance under the 2015 Plan, of which 2,574,568 shares of common stock remainedavailable for future issuance thereunder. Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 585,000 585,000 3.25 1.62 1,901,250 2,717 2,717 3.35 0.18 9,102 985,887 500,110 3.40 8.10 3,352,016 740,000 740,000 3.60 6.86 2,664,000 1,607,837 1,607,837 4.00 3.24 6,431,348 5,434 5,434 4.35 0.18 23,638 89,163 89,163 4.38 4.57 390,534 50,000 50,000 4.80 3.51 240,000 646,000 646,000 5.00 3.74 3,230,000 4,712,038 4,226,261 18,241,888 Stock-based compensation expense related to stock options of $235,368 and $784,236 was recorded in the six months ended June 30, 2023 and June 30, 2022, respectively. Total remaining unrecognized compensation cost related to non-vested stock options is $51,995 and is expected to be recognized over a period of 0.26 years. As of June 30, 2023, the total intrinsic value of stock options outstanding was $nil. c ) Restricted Stock Units Below is a table summarizing the RSUs issued and outstanding as of June 30, 2023, all of which were issued pursuant to the 2015 Plan. Number of RSUs Weighted Average Share Price ($) Outstanding at December 31, 2022 2,262,908 1.77 Granted 167,717 1.63 Vested/Settled (146,500 ) 3.08 Cancelled (63,343 ) 1.83 Outstanding at June 30, 2023 2,220,782 1.67 Below is a table summarizing the RSUs granted during the six months ended June 30, 2023, all of which were issued pursuant to the 2015 Stock Incentive Plan. The RSUs vest equally over periods stated on the dates noted, subject to continued service, and will result in the RSU compensation expense stated. Equity Incentive Plan RSUs (#) Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 2015 57,000 Mar 27, 2023 36 Months Mar 27, 2024 Mar 27, 2025 Mar 27, 2026 98,040 2015 50,000 Mar 27, 2023 24 Months Mar 27, 2024 Mar 27, 2025 N/A 86,000 2015 5,325 Mar 27, 2023 12 Months Mar 27, 2024 N/A N/A 9,159 2015 47,000 Jun 15, 2023 36 Months Jun 15, 2024 Jun 15, 2025 Jun 15, 2026 74,260 2015 8,392 Jun 15, 2023 12 Months Jun 15, 2024 N/A N/A 13,260 167,717 280,719 Below is a table summarizing the RSUs vested and settled during the six months ended June 30, 2023, all of which were issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs Vested (#) Vest Date Shares issued (#) Shares Withheld for Taxes (#) 2015 15,000 Mar 25, 2023 15,000 - 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 146,500 101,576 44,924 Below is a table summarizing the RSUs cancelled during the six months ended June 30, 2023, all of which were originally issued pursuant to the 2015 Plan. Equity Incentive Plan RSUs (#) Cancellation Date Vest Date RSUs Cancelled (#) 2015 5,000 Apr 30, 2023 Jun 1, 2024 5,000 2015 4,334 Apr 30, 2023 Oct 4, 2023 4,334 2015 4,333 Apr 30, 2023 Oct 4, 2024 4,333 2015 4,333 Apr 30, 2023 Oct 4, 2025 4,333 2015 5,000 Apr 30, 2023 Jun 1, 2023 5,000 2015 5,000 May 5, 2023 Oct 4, 2023 5,000 2015 5,000 May 5, 2023 Oct 4, 2024 5,000 2015 5,000 May 5, 2023 Oct 4, 2025 5,000 2015 6,000 May 5, 2023 Mar 1, 2024 6,000 2015 667 Jun 15, 2023 Nov 29, 2023 667 2015 667 Jun 15, 2023 Nov 29, 2024 667 2015 666 Jun 15, 2023 Nov 29, 2025 666 2015 5,000 Jun 28, 2023 Oct 4, 2023 5,000 2015 5,000 Jun 28, 2023 Oct 4, 2024 5,000 2015 5,000 Jun 28, 2023 Oct 4, 2025 5,000 2015 2,343 Jun 28, 2023 Aug 3, 2023 2,343 63,343 63,343 Below is a table summarizing the RSUs issued and outstanding as of June 30, 2023 and which have an aggregate weighted average remaining contractual life of 1.41 years. Number Outstanding Weighted Average Grant date Fair Value Share Price ($) Weighted Average Remaining Contractual Life (Years) 450,000 0.69 2.76 1,090,000 1.46 1.26 55,392 1.58 1.75 25,000 1.69 0.73 112,325 1.72 1.51 63,102 2.01 0.58 1,000 2.15 1.42 11,500 2.45 0.92 9,000 2.81 0.67 4,000 2.83 0.61 85,000 2.95 1.01 19,904 3.04 0.26 258,809 3.31 0.12 12,000 3.32 0.19 2,000 3.38 0.46 21,750 3.51 0.34 2,220,782 Stock-based compensation expense related to RSUs of $1,030,143 and $931,498 was recorded in the six months ended June 30, 2023 and June 30, 2022, respectively. Total remaining unrecognized compensation cost related to non-vested RSUs is $1,633,852. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Commitments And Contingencies | No te 8 – Commitments and Contingencies a) Finance Lease Obligations In 2016, the Company entered into a capital lease with ING Asset Finance Belgium S.A. (“ING”) to purchase a property located in Belgium for €1.12 million, maturing in May 2031 with implicit interest of 2.62%. As of June 30, 2023, the balance payable was $467,223. The following is a schedule showing the future minimum lease payments under finance leases by years and the present value of the minimum payments as of June 30, 2023. 2023 $ 29,362 2024 $ 58,722 2025 $ 58,722 2026 $ 58,723 2027 $ 58,723 Greater than 5 years $ 256,898 Total $ 521,150 Less: Amount representing interest $ (53,927 ) Present value of minimum lease payments $ 467,223 b) Operating Lease Right-of-Use Obligations As of June 30, 2023, operating lease right-of-use assets and liabilities arising from operating leases were $530,669 and $558,456, respectively. During the six months ended June 30, 2023, cash paid for amounts included for the measurement of lease liabilities was $126,276 and the Company recorded operating lease expense of $127,495. The Company’s weighted average discount rate is 2.53% and the weighted average remaining lease term is 23 months. The following is a schedule showing the future minimum lease payments under operating leases by years and the present value of the minimum payments as of June 30, 2023. 2023 $ 141,718 2024 $ 173,422 2025 $ 129,643 2026 $ 101,773 2027 $ 33,625 2028 $ 1,304 Total Operating Lease Obligations $ 581,485 Less: Amount representing interest $ (23,029 ) Present Value of minimum lease payments $ 558,456 The Company’s office space leases are short-term and the Company has elected under the short-term recognition exemption not to recognize them on the balance sheet. During the six months ended June 30, 2023, the Company recognized $33,426 in short-term lease costs associated with office space leases. The annual payments remaining for short-term office leases were as follows: 2023 $ 41,416 2024 $ 32,656 Total Operating Lease Liabilities $ 74,072 c) Grants Repayable In 2010, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €1.05 million. Per the terms of the agreement, €314,406 of the grant is to be repaid, by installments over the period from June 30, 2014 to June 30, 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6.00% royalty on revenue, is equal to twice the amount of funding received. As of June 30, 2023, the grant balance repayable was $27,294. In 2018, the Company entered into an agreement with the Walloon Region government in Belgium for a colorectal cancer research grant for €605,000. Per the terms of the agreement, €181,500 of the grant is to be repaid by installments over 12 years commencing in 2020. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received. As of June 30, 2023, the grant balance repayable was $109,133. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €929,433. Per the terms of the agreement, €278,830 of the grant is to be repaid by installments over 15 years commencing in 2022. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received. As of June 30, 2023, the grant balance repayable was $234,378. In 2020, the Company entered into an agreement with the Walloon Region government in Belgium for a research grant for €495,000. Per the terms of the agreement, €148,500 of the grant is to be repaid by installments over 10 years commencing in 2023. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received. As of June 30, 2023, the grant balance repayable was $99,485. As of June 30, 2023, the total grant balance repayable was $470,290 and the payments remaining were as follows: 2023 $ 50,133 2024 $ 26,999 2025 $ 35,178 2026 $ 42,753 2027 $ 46,772 Greater than 5 years $ 268,455 Total Grants Repayable $ 470,290 d) Long-Term Debt In 2016, the Company entered into a 7-year loan agreement with Namur Invest for €440,000 with a fixed interest rate of 4.85%, maturing in December 2023. As of June 30, 2023, the principal balance payable was $42,553. In 2016, the Company entered into a 15-year loan agreement with ING for €270,000 with a fixed interest rate of 2.62%, maturing in December 2031. As of June 30, 2023, the principal balance payable was $182,670. In 2017, the Company entered into a 7-year loan agreement with SOFINEX for up to €1 million with a fixed interest rate of 4.50%, maturing in September 2024. As of June 30, 2023, €1 million had been drawn down under this agreement and the principal balance payable was $382,122. In 2019, the Company entered into a 4-year loan agreement with Namur Innovation and Growth for €500,000 with a fixed interest rate of 4.80%, maturing in September 2024. As of June 30, 2023, the principal balance payable was $205,545. In 2020, the Company entered into a 10-year loan agreement with Namur Invest for a maximum of €830,000 with fixed interest rate of 4.00%, maturing March 2031. As of June 30, 2023, the principal balance payable was $732,612. In 2021, the Company entered into a 3 ½ year loan agreement with SOFINEX for a maximum of €450,000 with fixed interest rate of 5.00%, maturing June 2025. As of June 30, 2023, the principal balance payable was $368,474. In 2022, the Company entered into a 4 year loan agreement with Namur Invest for a maximum of €1.0 million with fixed interest rate of 6.0%, maturing in July 2026. As of June 30, 2023, the principal balance payable was $973,472. In 2022, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €500,000 with fixed interest rate of 5.45%, maturing December 2027. As of June 30, 2023, the principal balance payable was $545,888. In June 2023, the Company entered into a 4-year loan agreement with Namur Invest for a maximum of €400,000 with fixed interest rate of 7.0%, maturing June 2027. As of June 30, 2023, €200,000 had been drawn down under this agreement and the principal balance payable was $218,355. As of June 30, 2023, the total balance for long-term debt payable was $3,651,691 and the payments remaining were as follows: 2023 $ 711,033 2024 $ 1,228,413 2025 $ 787,000 2026 $ 559,176 2027 $ 304,115 Greater than 5 years $ 454,520 Total $ 4,044,257 Less: Amount representing interest $ (392,566 ) Total Long-Term Debt $ 3,651,691 e) Collaborative Agreement Obligations In 2018, the Company entered into a research collaboration agreement with the University of Taiwan for a three-year research period for a cost to the Company of up to $2.55 million payable over such period. As of June 30, 2023, $510,000 is still to be paid by the Company under this agreement. In 2022, the Company entered into a sponsored research agreement with The University of Texas MD Anderson Cancer Center to evaluate the role of neutrophil extracellular traps ("NETs") in cancer patients with sepsis for a cost to the Company of $449,406. As of June 30, 2023, $449,406 is due by the Company under this agreement. As of June 30, 2023, the total amount to be paid for future research and collaboration commitments was approximately $959,406 and the payments remaining were as follows: 2023 $ 877,633 2024 - 2027 $ 81,773 Total Collaborative Agreement Obligations $ 959,406 f) Other Commitments Volition Vet On October 25, 2019, the Company entered into an agreement with TAMU for provision of in kind services of personnel, animal samples and laboratory equipment in exchange for a non-controlling interest of 7.5% in Volition Vet with an additional 5%, vesting in a year from the date of the agreement, giving TAMU in aggregate, a 12.5% equity interest as of such date. As of June 30, 2023, TAMU has a 12.5% equity interest in Volition Vet. Volition Germany On January 10, 2020, the Company, through its wholly-owned subsidiary Belgian Volition, acquired an epigenetic reagent company, Octamer GmbH (“Octamer”), based in Munich, Germany, and hired its founder for his expertise and knowledge to be passed to Company personnel. On March 9, 2020, Octamer was renamed to Volition Germany GmbH (or “Volition Germany”). In connection with the transaction agreement, the Company entered into a royalty agreement with the founder providing for the payment of royalties in the amount of 6% of net sales of Volition Germany’s nucleosomes as reagents to pharmaceutical companies for use in the development, manufacture and screening of molecules for use as therapeutic drugs for a period of five years post-closing. As of June 30, 2023, $213 is payable under the 6% royalty agreement on sales to date towards the Company’s aggregate minimum royalty obligation of $120,095. Volition America On November 3, 2020, the Company entered into a professional services master agreement (the “Master Agreement”) with Diagnostic Oncology CRO, LLC (“DXOCRO”) to conduct a pivotal clinical trial and provide regulatory submission and reimbursement related services. On August 8, 2022, the Company and DXOCRO amended and restated the Master Agreement to expand the scope of DXOCRO’s consultant services provided thereunder (the “A&R Master Agreement”). The A&R Master Agreement requires DXOCRO to support development and clinical validation studies for the Company’s Nu.Q® product portfolio in the United States, including by conducting large-scale finding studies across multiple sites in the U.S. using Nu.Q® NETs and Nu.Q® Cancer tests to determine clinical utility in sepsis and non-Hodgkin’s lymphoma. The Company anticipates DXOCRO’s services under the agreement will be completed by the end of the third quarter 2023 at a total cost to the Company of up to $4.2 million. The Company’s payment obligations accrue upon delivery of projects under the agreement. The Company may terminate the agreement or any project thereunder upon at least 30 days’ prior written notice. Unless earlier terminated, the A&R Master Agreement terminates on the later of December 31, 2025 or the date upon which all services have been completed. As of June 30, 2023, $428,669 is payable under the A&R Master Agreement, and up to $1,316,023 may be payable by Company in future periods for services rendered. VolitionRx On February 27, 2023, the Company entered into a 9-month loan agreement with First Insurance Funding for a maximum of $356,258 with fixed interest rate of 7.42%, maturing November 2023. As of June 30, 2023, the maximum has been drawn down under this agreement and the principal balance payable was $197,921. g) Legal Proceedings There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. h) Commitments in Respect of Corporate Goals and Performance-Based Awards In August 2021 and October 2021 the Compensation Committee of the Board of Directors approved the granting of equity-based awards under the 2015 Plan as well as cash bonuses, vesting upon achievement of certain corporate goals focused around product development and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. On June 23, 2022, the Compensation Committee of the Board of Directors approved the achievement of all of the remaining outstanding corporate goals related to the awards in August 2021 and October 2021 resulting in the payment of the cash bonus awards and the vesting of the remaining rights to the equity-based awards, which equity-based awards remain subject to time-based vesting in equal installments on each of August 3, 2022 and August 3, 2023 (with the exception of October 4, 2022 and October 4, 2023 for one award) and the continuous service of the award recipient through the applicable vesting date. In October 2022, the Compensation Committee of the Board of Directors approved the granting of RSUs under the 2015 Plan to various employees in exchange for services provided to the Company. These RSUs vest upon the achievement of certain corporate goals focused around product development and commercialization with further time based vesting over three years, and subject to continued service. In October 2022, the Compensation Committee of the Board of Directors approved the granting of RSUs under the 2015 Plan to various employees in exchange for services provided to the Company. These RSUs vest upon the share price closing above $5.00 per share for a minimum of ten consecutive trading days within a period of three years from the date of grant, with further time based vesting in a single installment six months after the timely achievement of the target, if at all, and subject to continued service. h) Commitments in Respect of Corporate Goals and Performance-Based Awards (continued) In October 2022 the Compensation Committee of the Board of Directors approved the granting of cash bonuses, payable upon achievement of various corporate goals focused around product development, manufacturing, financing and commercialization, to various personnel including directors, executives, members of management, consultants and employees of the Company and/or its subsidiaries. Conditional upon the achievement by January 1, 2023 and July 1, 2023 of all specified corporate goals as set forth in the minutes of the Compensation Committee, as well as continued service by the award recipients, the Company at the sole discretion of the Chief Executive Officer and the Chief Financial Officer would pay a cash bonus to such award recipients. As of June 30, 2023, the Company has accrued compensation expense of $1,069,523 in relation to the July 1, 2023 specified corporate goals based on the actual outcomes related to the prescribed performance targets. An aggregate of 1,144,000 RSUs were issued under the 2015 Plan in connection with the October 2022 grants and an aggregate of 1,000,000 stock options and 500,000 RSUs were issued under the 2015 Plan in connection with the August 2021 and October 2021 grants. As of June 30, 2023, the Company has recognized compensation expense of $854,055 in relation to the options that will vest in 2023. The Company has unrecognized compensation expense of $51,995 in relation to such stock options, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Amortized Amortized Amortized Un-Amortized Award 2023 2022 2021 2023 $ $ $ $ $ 969,592 - 580,411 389,181 - 854,055 223,192 450,090 180,773 51,995 As of June 30, 2023, the Company has recognized compensation expense of $718,946 in relation to RSUs that will vest in 2023. The Company has unrecognized compensation expense of $134,992 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Total Amortized Amortized Amortized Un-Amortized Award 2023 2022 2021 2023 $ $ $ $ $ 822,149 - 493,207 328,942 - 718,946 188,016 379,191 151,739 134,992 As of June 30, 2023, the Company has recognized total compensation expense of $724,339 of which $393,663 in relation to RSUs that will vest in 2023, $195,105 in relation to RSUs that will vest in 2024, and $135,571 in relation to RSUs that will vest in 2025. The Company has unrecognized compensation expense of $873,837 in relation to such RSUs, based on the outcomes related to the prescribed performance targets on the outstanding awards. Vesting Amortized Amortized Un-Amortized Year 2023 2022 $ $ $ 2023 259,576 134,087 139,144 2024 130,017 65,088 329,274 2025 88,886 46,686 405,419 478,479 245,861 873,837 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | No te 9 – Subsequent Events Restricted Stock Units On July 5, 2023, the Compensation Committee of the Board of Directors approved the satisfactory achievement of certain corporate goals established by the Compensation Committee on October 4, 2022, which resulted in the vesting of rights with respect to an aggregate of 490,500 RSUs. The RSUs are further subject to a 3-year time based vesting schedule, vesting in three equal installments on each of October 4, 2023, October 4, 2024 and October 4, 2025, and conditioned upon the recipient’s continued service through the applicable vesting date. Effective July 13, 2023, the Company granted aggregate RSUs of 14,000 shares of common stock to employees of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. These RSUs vest over three years, with one-third vesting on each of July 13, 2024, July 13, 2025 and July 13, 2026, subject to continued service, and will result in total compensation expense of $18,480. Effective July 13, 2023, the Company granted RSUs of 43,165 shares of common stock to an advisor of the Company and/or its subsidiaries in exchange for services provided to the Company and/or its subsidiaries. These RSUs vest as set out in the agreement with 21,583 vesting on October 13, 2023 and 21,582 vesting on January 13, 2024, subject to continued service, and will result in total compensation expense of $56,978. On July 28, 2023, 14,000 RSUs previously granted to an employee were cancelled and returned as authorized and unissued shares under the 2015 Plan upon termination of employment prior to vesting. On August 3, 2023, 208,809 RSUs vested and resulted in the issuance of 167,809 shares of common stock and the remaining 41,000 shares of common stock were withheld for taxes and returned as authorized shares under the 2015 Stock Incentive Plan. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Basis Of Presentation | The interim condensed consolidated financial statements of VolitionRx Limited (the “Company” or “VolitionRx”) for the three and six months ended June 30, 2023 and June 30, 2022, are unaudited. These interim consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2023, and its results of operations and cash flows for the periods ended June 30, 2023 and June 30, 2022. The results of operations for the periods ended June 30, 2023 and June 30, 2022, are not necessarily indicative of the results for a full-year period. These interim condensed consolidated financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission (the "SEC") on March 15, 2023 (the “Annual Report”). |
Use Of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances, useful lives of property and equipment and intangible assets, borrowing rate used in operating lease right-of-use asset and liability valuations, impairment analysis of intangible assets, and valuations of stock-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. In addition, the Company has considered the potential impact of certain economic factors, including inflation, rising interest rates, and recessionary pressures, on its business and operations. Although the full impact of these factors is unknown and cannot be reasonably estimated, the Company believes it has made appropriate accounting estimates and assumptions based on the facts and circumstances available as of the reporting date. However, the Company’s actual results may differ materially and adversely from these estimates and assumptions, which may result in material effects on the Company’s financial condition, results of operations, and liquidity. To the extent there are material differences between the estimates and the actual results, the Company’s condensed consolidated financial statements could be materially affected. |
Principles Of Consolidation | The accompanying condensed consolidated financial statements for the period ended June 30, 2023 include the accounts of the Company and its subsidiaries. The Company has two wholly owned subsidiaries, Singapore Volition Pte. Limited (“Singapore Volition”) and Volition Global Services SRL (“Volition Global”). Singapore Volition has one wholly owned subsidiary, Belgian Volition SRL (“Belgian Volition”). Belgian Volition has four subsidiaries, Volition Diagnostics UK Limited (“Volition Diagnostics”), Volition America, Inc. (“Volition America”), Volition Germany GmbH (“Volition Germany”), and its one majority owned subsidiary Volition Veterinary Diagnostics Development LLC (“Volition Vet”). See Note 8(f), Commitments and Contingencies – Other Commitments |
Cash And Cash Equivalents | For the purposes of the statements of cash flows, the Company considers interest bearing deposits with original maturity dates of three months or less to be cash equivalents. The Company invests excess cash from its operating cash accounts in overnight investments and reflects these amounts in cash and cash equivalents in the condensed consolidated balance sheets at fair value using quoted prices in active markets for identical assets. As of June 30, 2023, cash and cash equivalents totaled approximately $19.7 million, of which $nil million was held in an overnight money market account. |
Accounts Receivables | Trade accounts receivable are stated at the amount the Company expects to collect. Due to the nature of the accounts receivable balance, the Company believes the risk of doubtful accounts is minimal and therefore no allowance is recorded. If the financial condition of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. The Company may provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. As of June 30, 2023, the accounts receivable balance was $196,487 and the allowance for doubtful debts was $nil. |
Revenue Recognition | The Company adopted Accounting Standards Codification (“ASC”) 606, “ Revenue from Contracts with Customers,” The Company generates product revenues from the sale of its Nu.Q ® Revenues, and their respective treatment for financial reporting purposes under ASC 606, are as follows: Royalty The Company receives royalty revenues on the net sales recognized during the period in which the revenue is earned, and the amount is determinable from the licensee. These are presented under “Royalty” under the condensed consolidated statements of operations and comprehensive loss. The Company does not have future performance obligations under this revenue stream. In accordance with ASC 606, the Company records these revenues based on estimates of the net sales that occurred during the relevant period from the licensee. Differences between actual and estimated royalty revenues are adjusted for in the period in which they become known. Product The Company includes revenue from product sales recognized during the period in which goods are shipped to third parties, and the amount is deemed collectable from the third parties. These are presented in “Product” in the condensed consolidated statements of operations and comprehensive loss. Service The Company includes revenue recognized from laboratory services performed in the Company’s laboratory on behalf of third parties under “Service” under the condensed consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Licensing The Company includes revenue recognized from the licensing of certain rights to third parties in “Licensing” in the consolidated statements of operations and comprehensive loss. For each development and/or commercialization agreement that results in revenues, the Company identifies all performance obligations, aside from those that are immaterial, which may include a license to intellectual property and know-how, development activities and/or transition activities. In order to determine the transaction price, in addition to any upfront payment, the Company estimates the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. The Company constrains (reduces) the estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, management considers whether there are factors outside the Company’s control that could result in a significant reversal of revenue. In making these assessments, the Company considers the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Revenue from Heska Agreement On March 28, 2022, Belgian Volition entered into a Master License and Supply Agreement (the “License Agreement”) with Heska Corporation (“Heska”), pursuant to which Belgian Volition granted Heska worldwide exclusive rights to sell the Nu.Q® Vet Cancer Test at the point of care (“POC”) initially for the screening of lymphoma and hemangiosarcoma in dogs (“Canine Lymphoma & HSA”), and non-exclusive rights to sell its Nu.Q® Vet Cancer Test in kit format (“Kits”) through Heska’s network of central reference laboratories (“Central Lab”) initially for Canine Lymphoma & HSA. Under and subject to the terms of the License Agreement, Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines. The License Agreement also contains time-based triggers that could accelerate Heska’s obligation to remit one or more of the foregoing payments prior to the achievement of the specified commercial milestones. Any further expansion of the License Agreement to cover other cancer and non-cancer indications is subject to negotiation between the parties. Belgian Volition will also supply Central Lab Kits and will receive a pre-agreed price per test, adjusted annually for inflation. The price per test for POC key components (“Key Components”) is also discounted to reflect the lower cost to Belgian Volition and additional assembly costs for Heska, as well as consideration for Heska’s upfront and milestone payments. Heska will assemble the Key Components for use at the POC, and is responsible for marketing and distribution efforts and related costs. |
Deferred Revenue (contract Liabilities) And Contract Assets | Deferred revenue consists of amounts for which the Company has an unconditional right to bill, and/or amounts for which payment has been received (including non-refundable amounts), but have not been recognized as revenue because the related performance obligations are deemed incomplete. As of June 30, 2023, the Company recorded $10.0 million as deferred revenue in respect of a non-refundable payment received in relation to the Heska License Agreement. Contract assets include costs and services incurred on contracts with open performance obligations. These contract assets were immaterial as of June 30, 2023. |
Leases | The Company accounts for leases in accordance with ASC Topic 842, “Leases.” The Company determines whether a contract is a lease at contract inception or for a modified contract at the modification date. At inception or modification, the Company recognizes right-of-use assets (“ROU”) and related lease liabilities on the balance sheet for all leases greater than one year in duration. Lease liabilities and their corresponding ROU assets are initially measured at the present value of the unpaid lease payments as of the lease commencement date. If the lease contains a renewal and/or termination option, the exercise of the option is included in the term of the lease if the Company is reasonably certain that a renewal or termination option will be exercised. As the Company’s leases do not provide an implicit rate, the Company uses an estimated incremental borrowing rate (“IBR”) based on the information available at the commencement date of the respective lease to determine the present value of future payments. The IBR is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease, regardless of when actual payments are made. This generally results in rent expense in excess of cash payments during the early years of a lease and rent expense less than cash payments in later years. The difference between rent expense recognized and actual rental payments is typically represented as the spread between the ROU asset and lease liability. When calculating the present value of minimum lease payments, we account for leases as one single lease component if a lease has both lease and non-lease fixed cost components. Variable lease and non-lease cost components are expensed as incurred. We do not recognize ROU assets and lease liabilities for short-term leases that have an initial lease term of 12 months or less. We recognize the lease payments associated with short-term leases as an expense on a straight-line basis over the lease term. |
Basic And Diluted Net Loss Per Share | The Company computes net loss per share in accordance with ASC 260, “ Earnings Per Share,” |
Foreign Currency Translation | The Company has functional currencies in Euros, US Dollars and British Pounds Sterling and its reporting currency is the US Dollar. Management has adopted ASC 830-20, “ Foreign Currency Matters – Foreign Currency Transactions.” |
Fair Value Measurements | Pursuant to ASC 820, “ Fair Value Measurements and Disclosures,” Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The financial instruments of the Company consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, debt, and a warrant liability. These items are considered Level 1 due to their short-term nature and their market interest rates, except for the warrant liability, which is considered Level 2 and is recorded at fair value at the end of each reporting period. Included in the following table are the Company’s major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023. Fair Value Measurements at June 30, 2023 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 337,989 - 337,989 As of December 31, 2022, there was no warrant liability. The following table provides a roll-forward of the warrant liability measured at fair value on a recurring basis for the six months ended June 30, 2023, as follows: Warrant Liability $ Balance at December 31, 2022 - Fair value of warrant liability, at issuance 366,960 Gain on change in fair value of warrant liability (28,971 ) Balance at June 30, 2023 337,989 |
Research And Development | In accordance with ASC 730, “ Research and Development |
Warrants Liability | The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the warrants and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815-40, “Contracts in Entity’s Own Equity”. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815-40, including whether the warrants are indexed to the Company’s own stock and whether the events where holders of the warrants could potentially require net cash settlement are within the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. |
Stock-Based Compensation | The Company records stock-based compensation in accordance with ASC 718, “ Compensation – Stock Compensation.” Stock-Based Compensation |
Reclassification | Certain amounts presented in previously issued financial statements have been reclassified to be consistent with the current period presentation. The Company has reclassified the prior period comparative amounts for the three and six months ended June 30, 2023. A previously classified loan note has been recategorized as accounts payable balance in the consolidated statements of cashflows. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Schedule Of assets and liabilities measured at fair value on a recurring basis | Fair Value Measurements at June 30, 2023 Description Level 1 Level 2 Level 3 Total $ $ $ $ Liabilities Warrant liability - 337,989 - 337,989 |
Schedule Of warrant liability measured at fair value | Warrant Liability $ Balance at December 31, 2022 - Fair value of warrant liability, at issuance 366,960 Gain on change in fair value of warrant liability (28,971 ) Balance at June 30, 2023 337,989 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property and Equipment | |
Schedule Of Property And Equipment | June 30, 2023 Useful Life Cost $ Accumulated Depreciation $ Net Carrying Value $ Computer hardware and software 3 years 701,965 556,923 145,042 Laboratory equipment 5 years 4,416,852 2,087,220 2,329,632 Office furniture and equipment 5 years 369,630 262,134 107,496 Buildings 30 years 2,089,830 338,369 1,751,461 Building improvements 5-15 years 1,367,922 377,171 990,751 Land Not amortized 131,013 - 131,013 9,077,212 3,621,817 5,455,395 December 31, 2022 Useful Life Cost $ Accumulated Depreciation $ Net Carrying Value $ Computer hardware and software 3 years 656,759 497,306 159,453 Laboratory equipment 5 years 4,190,289 1,951,387 2,238,902 Office furniture and equipment 5 years 358,575 239,436 119,139 Buildings 30 years 2,054,332 298,397 1,755,935 Building improvements 5-15 years 1,317,132 326,337 990,795 Land Not amortized 128,788 - 128,788 8,705,875 3,312,863 5,393,012 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets | |
Schedule Of Intangible Assets | June 30, 2023 Cost $ Accumulated Amortization $ Net Carrying Value $ Patents 1,120,330 1,052,608 67,722 December 31, 2022 Cost $ Accumulated Amortization $ Net Carrying Value $ Patents 1,104,103 993,598 110,505 |
Schedule Of Annual Estimated Amortization | 2023 $ 43,050 2024 $ 24,672 Total Intangible Assets $ 67,722 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Common Stock | |
Schedule Of share issued from the cashless exercise of options | Equity Incentive Plan Options (#) Grant Date Options Cancelled (#) Grant Price ($) Cancellation Date 2015 25,000 Apr 15, 2016 25,000 4.00 Feb 18, 2023 2015 55,000 Apr 13, 2020 55,000 3.60 Feb 18, 2023 2015 50,000 Mar 30, 2017 50,000 5.00 Feb 18, 2023 2015 50,000 Feb 11, 2019 50,000 3.25 Feb 18, 2023 2015 50,000 Jan 23, 2018 50,000 4.00 Feb 18, 2023 2015 32,383 Aug 3, 2021 32,383 3.40 Feb 18, 2023 2011 5,267 Mar 20, 2013 5,267 4.35 Mar 20, 2023 2011 1,100 Mar 20, 2013 1,100 4.35 Mar 20, 2023 2015 4,317 Aug 3, 2021 4,317 3.40 Jun 28, 2023 273,067 273,067 |
Summary of RSUs vested and settled during period | Equity Incentive Plan RSUs Vested (#) Vest Date Shares issued (#) Shares Withheld for Taxes (#) 2015 15,000 Mar 25, 2023 15,000 - 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 146,500 101,576 44,924 |
Schedule of fair value of the warrants | (At Issuance) June 30, 2023 June 1, 2023 Risk-free interest rate 3.7% 3.7% Expected volatility 71.96% 71.56% Expected life (years) 5.03 5.03 Expected dividend yield - - Total fair value $ 337,989 $ 366,960 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stock-Based Compensation | |
Summary Of Changes In Warrants Outstanding | Number of Warrants Weighted Average Exercise Price ($) Outstanding at December 31, 2022 539,000 3.80 Granted 448,500 2.00 Expired/Cancelled (125,000 ) 2.47 Outstanding at June 30, 2023 862,500 3.05 Exercisable at June 30, 2023 387,000 4.28 |
Summarizing The Warrants Issued And Outstanding | Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 448,500 - 2.00 4.96 897,000 54,000 27,000 3.05 5.27 164,700 50,000 50,000 3.45 2.67 172,500 125,000 125,000 3.95 3.51 493,750 185,000 185,000 4.90 3.59 906,500 862,500 387,000 2,634,450 |
Summarizes The Changes In Options Outstanding | Number of Options Weighted Average Exercise Price ($) Outstanding at December 31, 2022 4,985,105 3.87 Expired/Cancelled (273,067 ) 3.89 Outstanding at June 30, 2023 4,712,038 3.87 Exercisable at June 30, 2023 4,226,261 3.93 |
Summarizing The Options Issued And Outstanding | Number Outstanding Number Exercisable Exercise Price ($) Weighted Average Remaining Contractual Life (Years) Proceeds to Company if Exercised ($) 585,000 585,000 3.25 1.62 1,901,250 2,717 2,717 3.35 0.18 9,102 985,887 500,110 3.40 8.10 3,352,016 740,000 740,000 3.60 6.86 2,664,000 1,607,837 1,607,837 4.00 3.24 6,431,348 5,434 5,434 4.35 0.18 23,638 89,163 89,163 4.38 4.57 390,534 50,000 50,000 4.80 3.51 240,000 646,000 646,000 5.00 3.74 3,230,000 4,712,038 4,226,261 18,241,888 |
Schedule of RSUs granted during period | Equity Incentive Plan RSUs (#) Grant Date Vesting Period First Vesting Date Second Vesting Date Third Vesting Date RSU Expense $ 2015 57,000 Mar 27, 2023 36 Months Mar 27, 2024 Mar 27, 2025 Mar 27, 2026 98,040 2015 50,000 Mar 27, 2023 24 Months Mar 27, 2024 Mar 27, 2025 N/A 86,000 2015 5,325 Mar 27, 2023 12 Months Mar 27, 2024 N/A N/A 9,159 2015 47,000 Jun 15, 2023 36 Months Jun 15, 2024 Jun 15, 2025 Jun 15, 2026 74,260 2015 8,392 Jun 15, 2023 12 Months Jun 15, 2024 N/A N/A 13,260 167,717 280,719 |
Schedule of RSUs vested and settled during period | Equity Incentive Plan RSUs Vested (#) Vest Date Shares issued (#) Shares Withheld for Taxes (#) 2015 15,000 Mar 25, 2023 15,000 - 2015 4,000 Feb 8, 2023 2,369 1,631 2015 15,000 Mar 1, 2023 9,609 5,391 2015 2,500 Apr 4, 2023 1,759 741 2015 13,500 Apr 4, 2023 7,995 5,505 2015 35,000 Apr 4, 2023 22,610 12,390 2015 50,000 May 1, 2023 35,707 14,293 2015 4,000 Jun 1, 2023 2,270 1,730 2015 7,500 Jun 1, 2023 4,257 3,243 146,500 101,576 44,924 |
Schedule of RSUs cancelled | Equity Incentive Plan RSUs (#) Cancellation Date Vest Date RSUs Cancelled (#) 2015 5,000 Apr 30, 2023 Jun 1, 2024 5,000 2015 4,334 Apr 30, 2023 Oct 4, 2023 4,334 2015 4,333 Apr 30, 2023 Oct 4, 2024 4,333 2015 4,333 Apr 30, 2023 Oct 4, 2025 4,333 2015 5,000 Apr 30, 2023 Jun 1, 2023 5,000 2015 5,000 May 5, 2023 Oct 4, 2023 5,000 2015 5,000 May 5, 2023 Oct 4, 2024 5,000 2015 5,000 May 5, 2023 Oct 4, 2025 5,000 2015 6,000 May 5, 2023 Mar 1, 2024 6,000 2015 667 Jun 15, 2023 Nov 29, 2023 667 2015 667 Jun 15, 2023 Nov 29, 2024 667 2015 666 Jun 15, 2023 Nov 29, 2025 666 2015 5,000 Jun 28, 2023 Oct 4, 2023 5,000 2015 5,000 Jun 28, 2023 Oct 4, 2024 5,000 2015 5,000 Jun 28, 2023 Oct 4, 2025 5,000 2015 2,343 Jun 28, 2023 Aug 3, 2023 2,343 63,343 63,343 |
Summarizing The Rsus Issued And Outstanding | Number of RSUs Weighted Average Share Price ($) Outstanding at December 31, 2022 2,262,908 1.77 Granted 167,717 1.63 Vested/Settled (146,500 ) 3.08 Cancelled (63,343 ) 1.83 Outstanding at June 30, 2023 2,220,782 1.67 Number Outstanding Weighted Average Grant date Fair Value Share Price ($) Weighted Average Remaining Contractual Life (Years) 450,000 0.69 2.76 1,090,000 1.46 1.26 55,392 1.58 1.75 25,000 1.69 0.73 112,325 1.72 1.51 63,102 2.01 0.58 1,000 2.15 1.42 11,500 2.45 0.92 9,000 2.81 0.67 4,000 2.83 0.61 85,000 2.95 1.01 19,904 3.04 0.26 258,809 3.31 0.12 12,000 3.32 0.19 2,000 3.38 0.46 21,750 3.51 0.34 2,220,782 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Schedule Of Future Minimum Lease Payments Under Financing Leases | 2023 $ 29,362 2024 $ 58,722 2025 $ 58,722 2026 $ 58,723 2027 $ 58,723 Greater than 5 years $ 256,898 Total $ 521,150 Less: Amount representing interest $ (53,927 ) Present value of minimum lease payments $ 467,223 |
Schedule Of Future Minimum Lease Payments Under Operating Leases | 2023 $ 141,718 2024 $ 173,422 2025 $ 129,643 2026 $ 101,773 2027 $ 33,625 2028 $ 1,304 Total Operating Lease Obligations $ 581,485 Less: Amount representing interest $ (23,029 ) Present Value of minimum lease payments $ 558,456 |
Schedule Of Recognized In Short-term Lease Costs | 2023 $ 41,416 2024 $ 32,656 Total Operating Lease Liabilities $ 74,072 |
Schedule Of Grants Repayable | 2023 $ 50,133 2024 $ 26,999 2025 $ 35,178 2026 $ 42,753 2027 $ 46,772 Greater than 5 years $ 268,455 Total Grants Repayable $ 470,290 |
Schedule Of Long-term Debt Payable | 2023 $ 711,033 2024 $ 1,228,413 2025 $ 787,000 2026 $ 559,176 2027 $ 304,115 Greater than 5 years $ 454,520 Total $ 4,044,257 Less: Amount representing interest $ (392,566 ) Total Long-Term Debt $ 3,651,691 |
Schedule of annual payments Of Collaborative Agreement Obligations | 2023 $ 877,633 2024 - 2027 $ 81,773 Total Collaborative Agreement Obligations $ 959,406 |
Schedule of outcomes related to the prescribed performance targets | Total Amortized Amortized Amortized Un-Amortized Award 2023 2022 2021 2023 $ $ $ $ $ 969,592 - 580,411 389,181 - 854,055 223,192 450,090 180,773 51,995 Total Amortized Amortized Amortized Un-Amortized Award 2023 2022 2021 2023 $ $ $ $ $ 822,149 - 493,207 328,942 - 718,946 188,016 379,191 151,739 134,992 |
Schedule of commitments in respect of corporate goals and performance based awards | Vesting Amortized Amortized Un-Amortized Year 2023 2022 $ $ $ 2023 259,576 134,087 139,144 2024 130,017 65,088 329,274 2025 88,886 46,686 405,419 478,479 245,861 873,837 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Warrant liability | $ 337,989 | $ 0 |
Fair Value Inputs Level 1 [Member] | ||
Warrant liability | 0 | |
Fair Value Inputs Level 2 [Member] | ||
Warrant liability | 337,989 | |
Fair Value Inputs Level 3 [Member] | ||
Warrant liability | $ 0 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details 1) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Basis of Presentation and Summary of Significant Accounting Policies | |
Warrant Liability beg | $ 0 |
Fair value of warrant liability, at issuance | 366,960 |
Gain on change in fair value of warrant liability | (28,971) |
Warrant Liability end | $ 337,989 |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Research And Development Expenses | $ 5,451,287 | $ 3,279,323 | $ 10,356,965 | $ 6,869,376 | |
Terms of license Agreement | Belgian Volition received an upfront payment of $10.0 million in 2022, and is eligible to receive further milestone payments of (i) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC screening test for Canine Lymphoma & HSA, (ii) $6.5 million upon the first commercial sale by or on behalf of Heska of a POC monitoring test for the same conditions, and (iii) $5.0 million upon the first commercial sale by or on behalf of Heska of a screening or monitoring test for lymphoma in felines | ||||
Deferred Revenue | 10,000,000 | $ 10,000,000 | |||
Cash and cash equivalents | 19,743,274 | 19,743,274 | $ 10,867,050 | ||
Accounts receivable | 196,487 | 196,487 | $ 72,609 | ||
Cash and cash equivalent [Member] | |||||
Cash and cash equivalents | $ 19,700,000 | 19,700,000 | |||
Research And Development Expenses [Member] | |||||
Research And Development Expenses | $ 10,400,000 | $ 6,900,000 | |||
Warrants And Options [Member] | |||||
Potentially Dilutive Securities Excluded From The Computation Of Eps | 7,795,320 | 7,795,320 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Going Concern | |
Net Loss Since Inception | $ 185.5 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Cost | $ 9,077,212 | $ 8,705,875 |
Accumulated Depreciation | 3,621,817 | 3,312,863 |
Net Carrying Value | 5,455,395 | 5,393,012 |
Land [Member] | ||
Cost | 131,013 | 128,788 |
Accumulated Depreciation | 0 | 0 |
Net Carrying Value | 131,013 | 128,788 |
Computer Hardware And Software [Member] | ||
Cost | 701,965 | 656,759 |
Accumulated Depreciation | 556,923 | 497,306 |
Net Carrying Value | $ 145,042 | $ 159,453 |
Useful Life | 3 years | 3 years |
Laboratory Equipment [Member] | ||
Cost | $ 4,416,852 | $ 4,190,289 |
Accumulated Depreciation | 2,087,220 | 1,951,387 |
Net Carrying Value | $ 2,329,632 | $ 2,238,902 |
Useful Life | 5 years | 5 years |
Office Furniture and Equipment [Member] | ||
Cost | $ 369,630 | $ 358,575 |
Accumulated Depreciation | 262,134 | 239,436 |
Net Carrying Value | $ 107,496 | $ 119,139 |
Useful Life | 5 years | 5 years |
Buildings [Member] | ||
Cost | $ 2,089,830 | $ 2,054,332 |
Accumulated Depreciation | 338,369 | 298,397 |
Net Carrying Value | $ 1,751,461 | $ 1,755,935 |
Useful Life | 30 years | 30 years |
Building Improvements [Member] | ||
Cost | $ 1,367,922 | $ 1,317,132 |
Accumulated Depreciation | 377,171 | 326,337 |
Net Carrying Value | $ 990,751 | $ 990,795 |
Building Improvements [Member] | Minimum [Member] | ||
Useful Life | 5 years | 5 years |
Building Improvements [Member] | Maximum [Member] | ||
Useful Life | 15 years | 15 years |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Property and Equipment | ||
Depreciation Expense | $ 517,921 | $ 407,059 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Net Carrying Value | $ 67,722 | |
Patents [Member] | ||
Cost | 1,120,330 | $ 1,104,103 |
Accumulated Amortization | 1,052,608 | 993,598 |
Net Carrying Value | $ 67,722 | $ 110,505 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2023 USD ($) |
Intangible Assets | |
2023 | $ 43,050 |
2024 | 24,672 |
Total Intangible Assets | $ 67,722 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Amortization Expense | $ 42,392 | $ 42,647 |
Minimum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 8 years | |
Maximum [Member] | Patents And Intellectual Property [Member] | ||
Amortization Of Long-lived Asset On Straight Line Basis | 20 years |
Common Stock (Details)
Common Stock (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Options Granted | 273,067 |
Options Cancelled | 273,067 |
Option Six [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 32,383 |
Stock option grant date | Aug. 03, 2021 |
Options Cancelled | 32,383 |
Grant Price | $ / shares | $ 3.40 |
Cancellation date | Feb. 18, 2023 |
Option Seven [Member] | |
Equity Incentive Plan | 2011 |
Options Granted | 5,267 |
Stock option grant date | Mar. 20, 2013 |
Options Cancelled | 5,267 |
Grant Price | $ / shares | $ 4.35 |
Cancellation date | Mar. 20, 2023 |
Option Eight [Member] | |
Equity Incentive Plan | 2011 |
Options Granted | 1,100 |
Stock option grant date | Mar. 20, 2013 |
Options Cancelled | 1,100 |
Grant Price | $ / shares | $ 4.35 |
Cancellation date | Mar. 20, 2023 |
Option Nine [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 4,317 |
Stock option grant date | Aug. 03, 2021 |
Options Cancelled | 4,317 |
Grant Price | $ / shares | $ 3.40 |
Cancellation date | Jun. 28, 2023 |
Options One [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 25,000 |
Stock option grant date | Apr. 15, 2016 |
Options Cancelled | 25,000 |
Grant Price | $ / shares | $ 4 |
Cancellation date | Feb. 18, 2023 |
Option Two [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 55,000 |
Stock option grant date | Apr. 13, 2020 |
Options Cancelled | 55,000 |
Grant Price | $ / shares | $ 3.60 |
Cancellation date | Feb. 18, 2023 |
Option Three [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 50,000 |
Stock option grant date | Mar. 30, 2017 |
Options Cancelled | 50,000 |
Grant Price | $ / shares | $ 5 |
Cancellation date | Feb. 18, 2023 |
Option Four [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 50,000 |
Stock option grant date | Feb. 11, 2019 |
Options Cancelled | 50,000 |
Grant Price | $ / shares | $ 3.25 |
Cancellation date | Feb. 18, 2023 |
Option Five [Member] | |
Equity Incentive Plan | 2015 |
Options Granted | 50,000 |
Stock option grant date | Jan. 23, 2018 |
Options Cancelled | 50,000 |
Grant Price | $ / shares | $ 4 |
Cancellation date | Feb. 18, 2023 |
Common Stock (Details 1)
Common Stock (Details 1) | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Equity Incentive RSU | 146,500 |
Incentive RSU Issued | 101,576 |
RSUs Held for Taxes | $ | $ 44,924 |
Equity Incentive Plan Six [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 35,000 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 22,610 |
RSUs Held for Taxes | $ | $ 12,390 |
Equity Incentive Plan Seven [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 50,000 |
Incentive Vest Date | May 01, 2023 |
Incentive RSU Issued | 35,707 |
RSUs Held for Taxes | $ | $ 14,293 |
Equity Incentive Plan Eight [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 4,000 |
Incentive Vest Date | Jun. 01, 2023 |
Incentive RSU Issued | 2,270 |
RSUs Held for Taxes | $ | $ 1,730 |
Equity Incentive Plan Nine [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 7,500 |
Incentive Vest Date | Jun. 01, 2023 |
Incentive RSU Issued | 4,257 |
RSUs Held for Taxes | $ | $ 3,243 |
Equity Incentive Plan One [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 15,000 |
Incentive Vest Date | Mar. 25, 2023 |
Incentive RSU Issued | 15,000 |
RSUs Held for Taxes | $ | $ 0 |
Equity Incentive Plan Two [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 4,000 |
Incentive Vest Date | Feb. 08, 2023 |
Incentive RSU Issued | 2,369 |
RSUs Held for Taxes | $ | $ 1,631 |
Equity Incentive Plan Three [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 15,000 |
Incentive Vest Date | Mar. 01, 2023 |
Incentive RSU Issued | 9,609 |
RSUs Held for Taxes | $ | $ 5,391 |
Equity Incentive Plan Four [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 2,500 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 1,759 |
RSUs Held for Taxes | $ | $ 741 |
Equity Incentive Plan Five [Member] | |
Incentive Plan | 2015 |
Equity Incentive RSU | 13,500 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 7,995 |
RSUs Held for Taxes | $ | $ 5,505 |
Common Stock (Details 2)
Common Stock (Details 2) - USD ($) | 6 Months Ended | |
Jun. 01, 2023 | Jun. 30, 2023 | |
Common Stock | ||
Risk-free interest rate | 3.70% | 3.70% |
Expected term (years) | 5 years 10 days | 5 years 10 days |
Expected volatility | 71.56% | 71.96% |
Expected dividends | 0% | 0% |
Total fair value | $ 366,960 | $ 337,989 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Jun. 05, 2023 | Jun. 02, 2023 | Jun. 01, 2023 | Jun. 23, 2023 | Feb. 17, 2023 | May 20, 2022 | Jun. 30, 2023 | Feb. 26, 2023 | Dec. 31, 2022 | |
Common stock, shares outstanding | 78,136,364 | 57,873,379 | |||||||
Common stock, shares expired | 125,000 | ||||||||
Common stock, shares issued | 78,136,364 | 57,873,379 | |||||||
Total fair value | $ 366,960 | $ 337,989 | |||||||
Common stock price per sahres | $ 0.001 | ||||||||
Common stock, shares authorized | 100,000,000 | ||||||||
Equity Distribution Agreement [Member] | |||||||||
Common stock shares sold | 279,703 | ||||||||
Aggeregate share of common stock offering price | $ 25,000,000 | ||||||||
Commissions and fee | $ 700,000 | ||||||||
Underwriting Agreement [Member] | |||||||||
Total fair value | $ 366,960 | $ 337,989 | |||||||
Issuance of common stock | 14,950,000 | 4,945,000 | |||||||
Issuance of warrants shares | 448,500 | ||||||||
Shares purchased | 13,000,000 | 1,950,000 | |||||||
Purchase price per share | $ 1.1811 | $ 1.6275 | |||||||
Exercise price | 2 | ||||||||
Common Stock Offering Price | $ 1.27 | $ 1.75 | |||||||
Proceeds from Issuance of common stock | $ 17,600,000 | $ 8,000,000 | |||||||
offering expenses | $ 100,000 | $ 200,000 | |||||||
2022 EDA [Member] | |||||||||
Common stock shares sold | 630,532 | ||||||||
Commissions and fee | $ 1,500,000 |
StockBased Compensation (Detail
StockBased Compensation (Details) - Warrants [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number of warrants Outstanding beginning balance | shares | 539,000 |
Number of warrants Granted | shares | 448,500 |
Number of warrants Expired/Cancelled | shares | 125,000 |
Number of warrants outstanding ending balance | shares | 862,500 |
Number of Warrants Exercisable | shares | 387,000 |
Weighted Average Exercise Price Outstanding balance | $ / shares | $ 3.80 |
Weighted Exercise Price Granted | $ / shares | 2 |
Weighted Exercise Price Expired/Cancelled | $ / shares | 2.47 |
Weighted Average Exercise Price ending balance | $ / shares | 3.05 |
Weighted Average Exercise Price exercisable | $ / shares | $ 4.28 |
StockBased Compensation (Deta_2
StockBased Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Warrants [Member] | |
Number Exercisable | 387,000 |
Proceeds to Company if Exercised | $ | $ 2,634,450 |
Number Outstanding | 862,500 |
Warrants Five [Member] | |
Number Exercisable | 185,000 |
Exercise Price | $ / shares | $ 4.90 |
Proceeds to Company if Exercised | $ | $ 906,500 |
Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 2 days |
Number Outstanding | 185,000 |
Warrant One [Member] | |
Exercise Price | $ / shares | $ 2 |
Proceeds to Company if Exercised | $ | $ 897,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 15 days |
Number Outstanding | 448,500 |
Warrant Two [Member] | |
Number Exercisable | 27,000 |
Exercise Price | $ / shares | $ 3.05 |
Proceeds to Company if Exercised | $ | $ 164,700 |
Weighted Average Remaining Contractual Life (Years) | 5 years 3 months 7 days |
Number Outstanding | 54,000 |
Warrant Three [Member] | |
Number Exercisable | 50,000 |
Exercise Price | $ / shares | $ 3.45 |
Proceeds to Company if Exercised | $ | $ 172,500 |
Weighted Average Remaining Contractual Life (Years) | 2 years 8 months 1 day |
Number Outstanding | 50,000 |
Warrants Four [Member] | |
Number Exercisable | 125,000 |
Exercise Price | $ / shares | $ 3.95 |
Proceeds to Company if Exercised | $ | $ 493,750 |
Weighted Average Remaining Contractual Life (Years) | 3 years 6 months 3 days |
Number Outstanding | 125,000 |
StockBased Compensation (Deta_3
StockBased Compensation (Details 2) - Option [Member] | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Number of options outstanding beginning balance | shares | 4,985,105 |
Number of Expired/Cancelled | $ | $ (273,067) |
Number of option outstanding ending balance | shares | 4,712,038 |
Number of options exercisable | shares | 4,226,261 |
Weighted Average Exercise Price Outstanding balance | $ 3.87 |
Weighted Average Exercise Price expires/cancelled | 3.89 |
Weighted Average Exercise Price ending balance | 3.87 |
Weighted Average Exercise Price exercisable balance | $ 3.93 |
StockBased Compensation (Deta_4
StockBased Compensation (Details 3) | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Option Six [Member] | |
Number Exercisable, shares | 5,434 |
Exercise Price | $ / shares | $ 4.35 |
Weighted Average Remaining Contractual Life (years) | 2 months 4 days |
Proceeds to Company if Exercised | $ | $ 23,638 |
Number Outstanding, shares | 5,434 |
Option Seven [Member] | |
Number Exercisable, shares | 89,163 |
Exercise Price | $ / shares | $ 4.38 |
Weighted Average Remaining Contractual Life (years) | 4 years 6 months 25 days |
Proceeds to Company if Exercised | $ | $ 390,534 |
Number Outstanding, shares | 89,163 |
Option Eight [Member] | |
Number Exercisable, shares | 50,000 |
Exercise Price | $ / shares | $ 4.80 |
Weighted Average Remaining Contractual Life (years) | 3 years 6 months 3 days |
Proceeds to Company if Exercised | $ | $ 240,000 |
Number Outstanding, shares | 50,000 |
Option Nine [Member] | |
Number Exercisable, shares | 646,000 |
Exercise Price | $ / shares | $ 5 |
Weighted Average Remaining Contractual Life (years) | 3 years 8 months 26 days |
Proceeds to Company if Exercised | $ | $ 3,230,000 |
Number Outstanding, shares | 646,000 |
Options One [Member] | |
Number Exercisable, shares | 585,000 |
Exercise Price | $ / shares | $ 3.25 |
Weighted Average Remaining Contractual Life (years) | 1 year 7 months 13 days |
Proceeds to Company if Exercised | $ | $ 1,901,250 |
Number Outstanding, shares | 585,000 |
Option Two [Member] | |
Number Exercisable, shares | 2,717 |
Exercise Price | $ / shares | $ 3.35 |
Weighted Average Remaining Contractual Life (years) | 2 months 4 days |
Proceeds to Company if Exercised | $ | $ 9,102 |
Number Outstanding, shares | 2,717 |
Option Three [Member] | |
Number Exercisable, shares | 500,110 |
Exercise Price | $ / shares | $ 3.40 |
Weighted Average Remaining Contractual Life (years) | 8 years 1 month 6 days |
Proceeds to Company if Exercised | $ | $ 3,352,016 |
Number Outstanding, shares | 985,887 |
Option Four [Member] | |
Number Exercisable, shares | 740,000 |
Exercise Price | $ / shares | $ 3.60 |
Weighted Average Remaining Contractual Life (years) | 6 years 10 months 9 days |
Proceeds to Company if Exercised | $ | $ 2,664,000 |
Number Outstanding, shares | 740,000 |
Option Five [Member] | |
Number Exercisable, shares | 1,607,837 |
Exercise Price | $ / shares | $ 4 |
Weighted Average Remaining Contractual Life (years) | 3 years 2 months 26 days |
Proceeds to Company if Exercised | $ | $ 6,431,348 |
Number Outstanding, shares | 1,607,837 |
Total Option [Member] | |
Number Exercisable, shares | 4,226,261 |
Proceeds to Company if Exercised | $ | $ 18,241,888 |
Number Outstanding, shares | 4,712,038 |
StockBased Compensation (Deta_5
StockBased Compensation (Details 4) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Number Of Rsus Outstanding Begining Balance shares | shares | 2,262,908 |
Granted | shares | 167,717 |
Vested/Settled | shares | (146,500) |
Cancelled | shares | (63,343) |
Number Of Rsus Outstanding ending Balance | shares | 2,220,782 |
Share Price Granted | $ / shares | $ 1.63 |
Share Price Beginning Balance shares | $ / shares | 1.77 |
Share Price Cancelled | $ / shares | 1.83 |
Share Price Vested/Settled | $ / shares | 3.08 |
Share Price ending Balance | $ / shares | $ 1.67 |
StockBased Compensation (Deta_6
StockBased Compensation (Details 5) | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Compensation Expense RSUs | shares | 167,717 |
RSU Expense | $ | $ 280,719 |
Compensation Expense Four [Member] | |
Compensation Expense RSUs | shares | 47,000 |
Equity Incentive Plan | 2015 |
Compensation Expense grant date | Jun. 15, 2023 |
Compensation Expense Vesting Period | 36 Months |
First Vesting date | Jun. 15, 2024 |
Second vesting date | Jun. 15, 2025 |
Third vesting date | Jun. 15, 2026 |
RSU Expense | $ | $ 74,260 |
Compensation Expense Five [Member] | |
Compensation Expense RSUs | shares | 8,392 |
Equity Incentive Plan | 2015 |
Compensation Expense grant date | Jun. 15, 2023 |
Compensation Expense Vesting Period | 12 Months |
First Vesting date | Jun. 15, 2024 |
RSU Expense | $ | $ 13,260 |
Compensation Expense One [Member] | |
Compensation Expense RSUs | shares | 57,000 |
Equity Incentive Plan | 2015 |
Compensation Expense grant date | Mar. 27, 2023 |
Compensation Expense Vesting Period | 36 Months |
Second vesting date | Mar. 27, 2025 |
Third vesting date | Mar. 27, 2026 |
RSU Expense | $ | $ 98,040 |
Compensation Expense Two [Member] | |
Compensation Expense RSUs | shares | 50,000 |
Equity Incentive Plan | 2015 |
Compensation Expense grant date | Mar. 27, 2023 |
Compensation Expense Vesting Period | 24 Months |
First Vesting date | Mar. 27, 2024 |
Second vesting date | Mar. 27, 2025 |
RSU Expense | $ | $ 86,000 |
Compensation Expense Three [Member] | |
Compensation Expense RSUs | shares | 5,325 |
Equity Incentive Plan | 2015 |
Compensation Expense grant date | Mar. 27, 2023 |
Compensation Expense Vesting Period | 12 Months |
First Vesting date | Mar. 27, 2024 |
RSU Expense | $ | $ 9,159 |
StockBased Compensation (Deta_7
StockBased Compensation (Details 6) | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Equity Incentive RSU | 146,500 |
Incentive RSU Issued | 101,576 |
RSUs Held for Taxes | $ | $ 44,924 |
Equity Incentive Plan Six [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 35,000 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 22,610 |
RSUs Held for Taxes | $ | $ 12,390 |
Equity Incentive Plan Seven [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 50,000 |
Incentive Vest Date | May 01, 2023 |
Incentive RSU Issued | 35,707 |
RSUs Held for Taxes | $ | $ 14,293 |
Equity Incentive Plan Eight [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 4,000 |
Incentive Vest Date | Jun. 01, 2023 |
Incentive RSU Issued | 2,270 |
RSUs Held for Taxes | $ | $ 1,730 |
Equity Incentive Plan Nine [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 7,500 |
Incentive Vest Date | Jun. 01, 2023 |
Incentive RSU Issued | 4,257 |
RSUs Held for Taxes | $ | $ 3,243 |
Equity Incentive Plan One [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 15,000 |
Incentive Vest Date | Mar. 25, 2023 |
Incentive RSU Issued | 15,000 |
RSUs Held for Taxes | $ | $ 0 |
Equity Incentive Plan Two [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 4,000 |
Incentive Vest Date | Feb. 08, 2023 |
Incentive RSU Issued | 2,369 |
RSUs Held for Taxes | $ | $ 1,631 |
Equity Incentive Plan Three [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 15,000 |
Incentive Vest Date | Mar. 01, 2023 |
Incentive RSU Issued | 9,609 |
RSUs Held for Taxes | $ | $ 5,391 |
Equity Incentive Plan Four [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 2,500 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 1,759 |
RSUs Held for Taxes | $ | $ 741 |
Equity Incentive Plan Five [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 13,500 |
Incentive Vest Date | Apr. 04, 2023 |
Incentive RSU Issued | 7,995 |
RSUs Held for Taxes | $ | $ 5,505 |
StockBased Compensation (Deta_8
StockBased Compensation (Details 7) | 6 Months Ended |
Jun. 30, 2023 shares | |
Equity Incentive RSU | 146,500 |
Equity Incentive RSUs | 63,343 |
Incentive RSUs Cancelled | 63,343 |
RSUs Cancelled Plan One [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | Apr. 30, 2023 |
Incentive Vest Date | Jun. 01, 2024 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Two [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 4,334 |
Incentive Cancellation Date | Apr. 30, 2023 |
Incentive Vest Date | Oct. 04, 2023 |
Incentive RSUs Cancelled | 4,334 |
RSUs Cancelled Plan Three [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 4,333 |
Incentive Cancellation Date | Apr. 30, 2023 |
Incentive Vest Date | Oct. 04, 2024 |
Incentive RSUs Cancelled | 4,333 |
RSUs Cancelled Plan Four [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 4,333 |
Incentive Cancellation Date | Apr. 30, 2023 |
Incentive Vest Date | Oct. 04, 2025 |
Incentive RSUs Cancelled | 4,333 |
RSUs Cancelled Plan Five [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | Apr. 30, 2023 |
Incentive Vest Date | Jun. 01, 2023 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Six [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | May 05, 2023 |
Incentive Vest Date | Oct. 04, 2023 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Seven [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | May 05, 2023 |
Incentive Vest Date | Oct. 04, 2024 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Eight [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | May 05, 2023 |
Incentive Vest Date | Oct. 04, 2025 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Nine [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 6,000 |
Incentive Cancellation Date | May 05, 2023 |
Incentive Vest Date | Mar. 01, 2024 |
Incentive RSUs Cancelled | 6,000 |
RSUs Cancelled Plan Ten [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 667 |
Incentive Cancellation Date | Jun. 15, 2023 |
Incentive Vest Date | Nov. 29, 2023 |
Incentive RSUs Cancelled | 667 |
RSUs Cancelled Plan Eleven [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 667 |
Incentive Cancellation Date | Jun. 15, 2023 |
Incentive Vest Date | Nov. 29, 2024 |
Incentive RSUs Cancelled | 667 |
RSUs Cancelled Plan Twelve [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 666 |
Incentive Cancellation Date | Jun. 15, 2023 |
Incentive Vest Date | Nov. 29, 2025 |
Incentive RSUs Cancelled | 666 |
RSUs Cancelled Plan Thirteen [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | Jun. 28, 2023 |
Incentive Vest Date | Oct. 04, 2023 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Fourteen [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | Jun. 28, 2023 |
Incentive Vest Date | Oct. 04, 2024 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Fifteen [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 5,000 |
Incentive Cancellation Date | Jun. 28, 2023 |
Incentive Vest Date | Oct. 04, 2025 |
Incentive RSUs Cancelled | 5,000 |
RSUs Cancelled Plan Sixteen [Member] | |
Equity Incentive Plan | 2015 |
Equity Incentive RSU | 2,343 |
Incentive Cancellation Date | Jun. 28, 2023 |
Incentive Vest Date | Aug. 03, 2023 |
Incentive RSUs Cancelled | 2,343 |
StockBased Compensation (Deta_9
StockBased Compensation (Details 8) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Options One [Member] | |
Number Of Stock Outstanding Balance | 450,000 |
Share Price | $ / shares | $ 0.69 |
Weighted Average Remaining Contractual Life (years) | 2 years 9 months 3 days |
Option Two [Member] | |
Number Of Stock Outstanding Balance | 1,090,000 |
Share Price | $ / shares | $ 1.46 |
Weighted Average Remaining Contractual Life (years) | 1 year 3 months 3 days |
Option Three [Member] | |
Number Of Stock Outstanding Balance | 55,392 |
Share Price | $ / shares | $ 1.58 |
Weighted Average Remaining Contractual Life (years) | 1 year 9 months |
Option Four [Member] | |
Number Of Stock Outstanding Balance | 25,000 |
Share Price | $ / shares | $ 1.69 |
Weighted Average Remaining Contractual Life (years) | 8 months 23 days |
Option Five [Member] | |
Number Of Stock Outstanding Balance | 112,325 |
Share Price | $ / shares | $ 1.72 |
Weighted Average Remaining Contractual Life (years) | 1 year 6 months 3 days |
Total Option [Member] | |
Number Of Stock Outstanding Balance | 2,220,782 |
Option Sixteen [Member] | |
Number Of Stock Outstanding Balance | 21,750 |
Share Price | $ / shares | $ 3.51 |
Weighted Average Remaining Contractual Life (years) | 4 months 2 days |
Option Six [Member] | |
Number Of Stock Outstanding Balance | 63,102 |
Share Price | $ / shares | $ 2.01 |
Weighted Average Remaining Contractual Life (years) | 6 months 29 days |
Option Seven [Member] | |
Number Of Stock Outstanding Balance | 1,000 |
Share Price | $ / shares | $ 2.15 |
Weighted Average Remaining Contractual Life (years) | 1 year 5 months 1 day |
Option Eight [Member] | |
Number Of Stock Outstanding Balance | 11,500 |
Share Price | $ / shares | $ 2.45 |
Weighted Average Remaining Contractual Life (years) | 11 months 1 day |
Option Nine [Member] | |
Number Of Stock Outstanding Balance | 9,000 |
Share Price | $ / shares | $ 2.81 |
Weighted Average Remaining Contractual Life (years) | 8 months 1 day |
Option Ten [Member] | |
Number Of Stock Outstanding Balance | 4,000 |
Share Price | $ / shares | $ 2.83 |
Weighted Average Remaining Contractual Life (years) | 7 months 9 days |
Option Eleven [Member] | |
Number Of Stock Outstanding Balance | 85,000 |
Share Price | $ / shares | $ 2.95 |
Weighted Average Remaining Contractual Life (years) | 1 year 3 days |
Option Twelve [Member] | |
Number Of Stock Outstanding Balance | 19,904 |
Share Price | $ / shares | $ 3.04 |
Weighted Average Remaining Contractual Life (years) | 3 months 3 days |
Option Thirteen [Member] | |
Number Of Stock Outstanding Balance | 258,809 |
Share Price | $ / shares | $ 3.31 |
Weighted Average Remaining Contractual Life (years) | 1 month 13 days |
Option Fourteen [Member] | |
Number Of Stock Outstanding Balance | 12,000 |
Share Price | $ / shares | $ 3.32 |
Weighted Average Remaining Contractual Life (years) | 2 months 8 days |
Option Fifteen [Member] | |
Number Of Stock Outstanding Balance | 2,000 |
Share Price | $ / shares | $ 3.38 |
Weighted Average Remaining Contractual Life (years) | 5 months 15 days |
StockBased Compensation (Det_10
StockBased Compensation (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Weighted Average Remaining Contractual Life | 4 years 3 months 29 days | |
Share-based Payment Arrangement, Noncash Expense | $ 1,285,831 | $ 1,769,335 |
Restricted Stock Units [Member] | ||
Weighted Average Remaining Contractual Life | 9 months 3 days | |
April 4,2022 [Member] | Warrants [Member] | ||
Weighted Average Remaining Contractual Life | 1 year 4 months 28 days | |
Share-based Payment Arrangement, Noncash Expense | $ 20,320 | 53,601 |
Compensation Cost Related To Non-vested Warrants | 15,492 | |
Intrinsic value | $ 0 | |
Vesting term | 9 months 4 days | |
Option [Member] | ||
Common Stock, Shares Authorized | 9,700,000 | |
Common Stock Shares Reserved For Future Issuance | 2,574,568 | |
Share-based Payment Arrangement, Noncash Expense | $ 235,368 | 784,236 |
Compensation Cost Related To Non-vested Warrants | $ 51,995 | |
Term | 3 months 3 days | |
Option [Member] | 2015 Equity Incentive Plan [Member] | ||
Weighted Average Remaining Contractual Life | 4 years 8 months 23 days | |
Share-based Payment Arrangement, Noncash Expense | $ 1,030,143 | $ 931,498 |
Remaining unrecognized compensation cost related to non-vested RSUs | $ 1,633,852 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - Finance Lease Obligations [Member] | Jun. 30, 2023 USD ($) |
2023 | $ 29,362 |
2024 | 58,722 |
2025 | 58,722 |
2026 | 58,723 |
2027 | 58,723 |
Greater than 5 years | 256,898 |
Total | 521,150 |
Less: Amount representing interest | (53,927) |
Present value of minimum lease payments | $ 467,223 |
Commitments and Contingencies_3
Commitments and Contingencies (Details 1) - Operating Lease Right of Use Obligations [Member] | Jun. 30, 2023 USD ($) |
2023 | $ 141,718 |
2024 | 173,422 |
2025 | 129,643 |
2026 | 101,773 |
2027 | 33,625 |
2028 | 1,304 |
Total Operating Lease Obligations | 581,485 |
Less: Amount representing interest | (23,029) |
Present value of minimum lease payments | $ 558,456 |
Commitments and Contingencies_4
Commitments and Contingencies (Details 2) | Jun. 30, 2023 USD ($) |
Commitments and Contingencies | |
2023 | $ 41,416 |
2024 | 32,656 |
Total Operating Lease Liabilities | $ 74,072 |
Commitments and Contingencies_5
Commitments and Contingencies (Details 3) - Grants Repayable [Member] | Jun. 30, 2023 USD ($) |
2023 | $ 50,133 |
2024 | 26,999 |
2025 | 35,178 |
2026 | 42,753 |
2027 | 46,772 |
Greater than 5 years | 268,455 |
Total Grants Repayable | $ 470,290 |
Commitments and Contingencies_6
Commitments and Contingencies (Details 4) | Jun. 30, 2023 USD ($) |
Commitments and Contingencies | |
2023 | $ 711,033 |
2024 | 1,228,413 |
2025 | 787,000 |
2026 | 559,176 |
2027 | 304,115 |
Greater than 5 years | 454,520 |
Total | 4,044,257 |
Less: Amount representing interest | (392,566) |
Total Long-Term Debt | $ 3,651,691 |
Commitments and Contingencies_7
Commitments and Contingencies (Details 5) | Jun. 30, 2023 USD ($) |
Commitments and Contingencies | |
2023 | $ 877,633 |
2024 - 2027 | 81,773 |
Total Collaborative Agreement Obligations | $ 959,406 |
Commitments and Contingencies_8
Commitments and Contingencies (Details 6) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Outstanding Award 1 [Member] | Restricted Stock Option [Member] | |
Outstanding award | $ 822,149 |
Amortised of outstanding award 2022 | 493,207 |
Amortised of outstanding award 2023 | 0 |
Amortised of outstanding award 2021 | 328,942 |
Un-amortised of outstanding award 2023 | 0 |
Outstanding Award 2 [Member] | Restricted Stock Option [Member] | |
Outstanding award | 718,946 |
Amortised of outstanding award 2022 | 379,191 |
Amortised of outstanding award 2023 | 188,016 |
Amortised of outstanding award 2021 | 151,739 |
Un-amortised of outstanding award 2023 | 134,992 |
Stock Option [Member] | Outstanding Award 1 [Member] | |
Outstanding award | 969,592 |
Amortised of outstanding award 2022 | 580,411 |
Amortised of outstanding award 2023 | 0 |
Amortised of outstanding award 2021 | 389,181 |
Un-amortised of outstanding award 2023 | 51,995 |
Stock Option [Member] | Outstanding Award 2 [Member] | |
Outstanding award | 854,055 |
Amortised of outstanding award 2022 | 450,090 |
Amortised of outstanding award 2023 | 223,192 |
Amortised of outstanding award 2021 | 180,773 |
Un-amortised of outstanding award 2023 | $ 0 |
Commitments and Contingencies_9
Commitments and Contingencies (Details 7) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Amortized of outstanding award 2023 | $ 478,479 |
Amortized of outstanding award 2022 | 245,861 |
Un-amortized of outstanding award | 873,837 |
Restricted Stock Option [Member] | Outstanding Award 1 [Member] | |
Amortized of outstanding award 2023 | 259,576 |
Amortized of outstanding award 2022 | 134,087 |
Un-amortized of outstanding award | 139,144 |
Restricted Stock Option [Member] | Outstanding Award 2 [Member] | |
Amortized of outstanding award 2023 | 130,017 |
Amortized of outstanding award 2022 | 65,088 |
Un-amortized of outstanding award | 329,274 |
Restricted Stock Option [Member] | Outstanding Award 3 [Member] | |
Amortized of outstanding award 2023 | 88,886 |
Amortized of outstanding award 2022 | 46,686 |
Un-amortized of outstanding award | $ 405,419 |
Commitments and Contingencie_10
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 6 Months Ended | |||||
Nov. 03, 2020 | Feb. 27, 2023 USD ($) | Oct. 19, 2019 | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 EUR (€) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 EUR (€) shares | |
Payments For Future Research And Collobration | $ 959,406 | ||||||
Aggerate Amount Payable, Description | under the agreement will be completed by the end of the third quarter 2023 at a total cost to the Company of up to $4.2 million | ||||||
Payable By Company For Services Rendered | 1,316,023 | ||||||
Accrued compensation expense | 1,069,523 | ||||||
Amount Repayable | 428,669 | ||||||
Share-based Payment Arrangement, Noncash Expense | 1,285,831 | $ 1,769,335 | |||||
Long-term debt payable | 3,651,691 | ||||||
Grant Repyable | 470,290 | ||||||
First Insurance Funding | $ 356,258 | ||||||
Fixed Interest Rate | 7.42% | ||||||
Maturity Date | November 2023 | ||||||
Principal balance payable | 197,921 | ||||||
Recognized total compensation expense | 724,339 | ||||||
Restricted Stock Units [Member] | |||||||
Recognized total compensation expense | 393,663 | ||||||
RSU Vested in 2023 | 195,105 | ||||||
RSU Vested in 2025 | 135,571 | ||||||
Unrecognized compensation expense | 873,837 | ||||||
Performance Based Award [Member] | Vest In 2023 [Member] | |||||||
Unrecognized compensation expense | 51,995 | ||||||
Share-based Payment Arrangement, Noncash Expense | 854,055 | ||||||
Performance Based Award [Member] | Vest In 2024 [Member] | |||||||
Unrecognized compensation expense | 134,992 | ||||||
Share-based Payment Arrangement, Noncash Expense | 718,946 | ||||||
Managing Director's Agreement [Member] | |||||||
Amount payable | 213 | ||||||
Royalty Payment | $ 120,095 | ||||||
Royality | 6% | 6% | |||||
2015 Plan | |||||||
Stock option granted shares | shares | 1,000,000 | 1,000,000 | |||||
Restricted stock option granted shares | shares | 500,000 | 500,000 | |||||
In 2018 [Member] | Tamu [Member] | |||||||
Debt conversion, Converted instrument, Rate | 7.50% | ||||||
Additional interest | 5% | ||||||
Equity Interest | 12.50% | ||||||
Equity interest in Volition Vet | 12.50% | 12.50% | |||||
2022 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | First Insurance Funding [Member] | |||||||
Loan Agreement Term | 4 years | 4 years | |||||
Repayment Of Long-term Loan Amount | $ 1,000,000 | ||||||
Fixed Interest Rate | 6% | 6% | |||||
Maturity Date | July 2026 | July 2026 | |||||
Principal Balance Payable | $ 973,472 | ||||||
Two Thousand Twenty Two [Member] | Univercity Of Texas MD [Member] | |||||||
Additional Cost Of Company | 449,406 | ||||||
Collaborative Obligations Amount Due | $ 449,406 | ||||||
October 31 2022 [Member] | 2015 Plan | |||||||
Restricted stock option granted shares | shares | 1,144,000 | 1,144,000 | |||||
Walloon Region Government [Member] | In 2018 [Member] | Colorectal Cancer Research Agreement [Member] | |||||||
Amount Repayable | $ 109,133 | ||||||
Repayment Of Grants | € | € 181,500 | ||||||
Terms Of Agreement Description | it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received | it is due to pay a 3.53% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €181,500 and the 3.53% royalty on revenue, is equal to the amount of funding received | |||||
Grant Receivable | € | 605,000 | ||||||
Grant Repaid By Installments | over 12 years | over 12 years | |||||
Walloon Region Government [Member] | In 2020 [Member] | |||||||
Amount Repayable | $ 234,378 | ||||||
Repayment Of Grants | € | 278,830 | ||||||
Terms Of Agreement Description | it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | it is due to pay a 2.89% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €148,500 and the 2.89% royalty on revenue, is equal to the amount of funding received | |||||
Grant Receivable | € | 929,433 | ||||||
Grant Repaid By Installments | over 15 years | over 15 years | |||||
Walloon Region Government [Member] | In 2020 [Member] | Colorectal Cancer Research Agreement [Member] | |||||||
Amount Repayable | $ 99,485 | ||||||
Repayment Of Grants | € | 148,500 | ||||||
Terms Of Agreement Description | it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | it is due to pay a 4.34% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €278,830 and the 4.34% royalty on revenue, is equal to the amount of funding received | |||||
Grant Receivable | € | 495,000 | ||||||
Grant Repaid By Installments | over 10 years | over 10 years | |||||
Walloon Region Government [Member] | In 2010 [Member] | |||||||
Amount Repayable | $ 27,294 | ||||||
Repayment Of Grants | € | 314,406 | ||||||
Terms Of Agreement Description | it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6.00% royalty on revenue, is equal to twice the amount of funding received | it is due to pay a 6% royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of €314,406 and the 6.00% royalty on revenue, is equal to twice the amount of funding received | |||||
Grant Receivable | € | € 10,500 | ||||||
ING [Member] | In 2016 [Member] | Long-term Debt [Member] | |||||||
Maturity Date | May 2031 | May 2031 | |||||
Fixed Interest Rate On Lease | 2.62% | 2.62% | |||||
Lease Payable | $ 467,223 | ||||||
Purchase of property | € | € 1,120,000 | ||||||
ING [Member] | In 2016 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 15 years | 15 years | |||||
Repayment Of Long-term Loan Amount | € | € 270,000 | ||||||
Fixed Interest Rate | 2.62% | 2.62% | |||||
Maturity Date | December 2031 | December 2031 | |||||
Principal Balance Payable | $ 182,670 | ||||||
Namur Invest [Member] | In 2016 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 7 years | 7 years | |||||
Repayment Of Long-term Loan Amount | € | € 440,000 | ||||||
Fixed Interest Rate | 4.85% | 4.85% | |||||
Maturity Date | December 2023 | December 2023 | |||||
Total Long-term Debt | $ 42,553 | ||||||
Namur Invest [Member] | In 2019 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 4 years | 4 years | |||||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||||
Fixed Interest Rate | 4.80% | 4.80% | |||||
Maturity Date | September 2024 | September 2024 | |||||
Total Long-term Debt | $ 205,545 | ||||||
Namur Invest [Member] | In 2020 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 10 years | 10 years | |||||
Repayment Of Long-term Loan Amount | € | € 830,000 | ||||||
Fixed Interest Rate | 4% | 4% | |||||
Maturity Date | March 2031 | March 2031 | |||||
Principal Balance Payable | $ 732,612 | ||||||
Namur Invest [Member] | June 2023 [Member] | Loan Agreement [Member] | |||||||
Loan Agreement Term | 4 years | 4 years | |||||
Repayment Of Long-term Loan Amount | € | € 400,000 | ||||||
Loan Drawn Down Amount | € | € 200,000 | ||||||
Fixed Interest Rate | 7% | 7% | |||||
Maturity Date | June 2027 | June 2027 | |||||
Principal Balance Payable | $ 218,355 | ||||||
SOFINEX [Member] | In 2017 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 7 years | 7 years | |||||
Repayment Of Long-term Loan Amount | € | € 1,000,000 | ||||||
Fixed Interest Rate | 4.50% | 4.50% | |||||
Maturity Date | September 2024 | September 2024 | |||||
Total Long-term Debt | $ 382,122 | ||||||
Drawn down amount | € | € 1,000,000 | ||||||
Namur [Member] | 2022 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 4 years | 4 years | |||||
Repayment Of Long-term Loan Amount | € | € 500,000 | ||||||
Fixed Interest Rate | 5.45% | 5.45% | |||||
Maturity Date | December 2027 | December 2027 | |||||
Principal Balance Payable | $ 545,888 | ||||||
University of Taiwan [Member] | In 2018 [Member] | Clinical Study Research Agreement [Member] | |||||||
Collaborative Obligations Amount Due | 510,000 | ||||||
Collaborative Obligations Amount | 2,550,000 | ||||||
Operating Lease Right of Use Obligations [Member] | |||||||
Operating Lease Right-of-use Assets | 530,669 | ||||||
Operating Lease Liabilities | $ 558,456 | ||||||
Weighted Average Discount Rate | 2.53% | 2.53% | |||||
Payment Of Lease Liabilities | $ 126,276 | ||||||
Weighted average remaining lease term | 23 months | 23 months | |||||
Operating Lease Expense | $ 127,495 | ||||||
Short Term Lease Costs | $ 33,426 | ||||||
Namur Innovation and Growth [Member] | In 2021 [Member] | Loan Agreement [Member] | Long-term Debt [Member] | |||||||
Loan Agreement Term | 3 years 5 months 30 days | 3 years 5 months 30 days | |||||
Repayment Of Long-term Loan Amount | € | € 450,000 | ||||||
Fixed Interest Rate | 5% | 5% | |||||
Maturity Date | June 2025 | June 2025 | |||||
Total Long-term Debt | $ 368,474 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 6 Months Ended | ||||||
Jan. 13, 2024 | Jul. 13, 2023 | Jul. 05, 2023 | Jun. 30, 2023 | Aug. 03, 2023 | Jul. 28, 2023 | Dec. 31, 2022 | |
Common stock, shares issued | 78,136,364 | 57,873,379 | |||||
Total compensation expense | $ 724,339 | ||||||
Restricted Stock Units [Member] | |||||||
Total compensation expense | $ 393,663 | ||||||
Restricted Stock Units [Member] | Subsequent Event [Member] | |||||||
Vesting period description | The RSUs are further subject to a 3-year time based vesting schedule, vesting in three equal installments on each of October 4, 2023, October 4, 2024 and October 4, 2025 | ||||||
RSUs, vested | 490,500 | ||||||
Total aggregate RSUs, vested | 208,809 | ||||||
Common stock, shares issued | 14,000 | 167,809 | |||||
Common stock, shares withheld for taxes | 41,000 | ||||||
First Vesting date | Oct. 04, 2022 | ||||||
Total compensation expense | $ 18,480 | ||||||
Restricted Stock Units [Member] | Subsequent Event [Member] | July 13, 2023 [Member] | |||||||
Third vesting date | Jul. 13, 2026 | ||||||
Second RSUs vested | 21,583 | ||||||
Common stock, shares issued | 43,165 | ||||||
First Vesting date | Jul. 13, 2024 | ||||||
First RSUs vested | 21,582 | ||||||
Total compensation expense | $ 56,978 | ||||||
Restricted Stock Units [Member] | 2015 Equity Incentive Plan [Member] | Subsequent Event [Member] | |||||||
Common stock, shares issued | 14,000 |