Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-36598 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3321804 | |
Entity Address, Address Line One | 100 Campus Drive | |
Entity Address, City or Town | Florham Park | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07932 | |
City Area Code | 608 | |
Local Phone Number | 441-8120 | |
Title of 12(b) Security | Common stock, par value $0.00001 | |
Trading Symbol | CLRB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,101,264 | |
Entity Central Index Key | 0001279704 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 40,344,727 | $ 57,165,377 |
Prepaid expenses and other current assets | 1,048,082 | 774,432 |
Total current assets | 41,392,809 | 57,939,809 |
Fixed assets, net | 254,041 | 355,982 |
Right-of-use asset, net | 225,205 | 282,365 |
Long-term assets | 75,000 | 75,000 |
Other assets | 6,214 | 6,214 |
TOTAL ASSETS | 41,953,269 | 58,659,370 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 3,034,489 | 3,443,197 |
Lease liability | 131,406 | 119,904 |
Total current liabilities | 3,165,895 | 3,563,101 |
Long-term lease liability | 201,970 | 301,740 |
TOTAL LIABILITIES | 3,367,865 | 3,864,841 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.00001 par value; 160,000,000 and 80,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 61,101,264 and 45,442,729 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 611 | 454 |
Additional paid-in capital | 182,182,461 | 161,533,653 |
Accumulated deficit | (144,979,691) | (126,775,427) |
Total stockholders' equity | 38,585,404 | 54,794,529 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 41,953,269 | 58,659,370 |
Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock Value | 1,148,204 | |
Series D Preferred stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock Value | $ 1,382,023 | $ 18,887,645 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS(Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 160,000,000 | 80,000,000 |
Common stock, shares issued | 61,101,264 | 45,442,729 |
Common stock, shares outstanding | 61,101,264 | 45,442,729 |
Series C Preferred Stock | ||
Preferred stock, issued | 0 | 215 |
Preferred stock, outstanding | 0 | 215 |
Series D Preferred stock | ||
Preferred stock, issued | 111 | 1,519 |
Preferred stock, outstanding | 111 | 1,519 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
COSTS AND EXPENSES: | ||||
Research and development | $ 3,937,464 | $ 2,683,944 | $ 13,198,294 | $ 7,765,673 |
General and administrative | 1,882,190 | 1,225,993 | 5,009,581 | 3,725,153 |
Total costs and expenses | 5,819,654 | 3,909,937 | 18,207,875 | 11,490,826 |
LOSS FROM OPERATIONS | (5,819,654) | (3,909,937) | (18,207,875) | (11,490,826) |
OTHER INCOME: | ||||
Interest income, net | 590 | 374 | 3,611 | 11,730 |
Total other income | 590 | 374 | 3,611 | 11,730 |
NET LOSS | $ (5,819,064) | $ (3,909,563) | $ (18,204,264) | $ (11,479,096) |
Earnings Per Share, Basic | $ (0.10) | $ (0.15) | $ (0.34) | $ (0.69) |
Earnings Per Share, Diluted | $ (0.10) | $ (0.15) | $ (0.34) | $ (0.69) |
Weighted Average Number of Shares Outstanding, Basic | 59,868,374 | 26,326,782 | 53,633,421 | 16,539,183 |
Weighted Average Number of Shares Outstanding, Diluted | 59,868,374 | 26,326,782 | 53,633,421 | 16,539,183 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
BALANCE at Dec. 31, 2019 | $ 1,148,204 | $ 94 | $ 119,592,366 | $ (111,681,255) | $ 9,059,409 |
BALANCE (in shares) at Dec. 31, 2019 | 215 | 9,386,689 | |||
Stock-based compensation | 144,146 | 144,146 | |||
Vested restricted stock (in shares) | 9,334 | ||||
Retired shares (in shares) | (8) | ||||
Net loss | (3,957,608) | (3,957,608) | |||
BALANCE at Mar. 31, 2020 | $ 1,148,204 | $ 94 | 119,736,512 | (115,638,863) | 5,245,947 |
BALANCE (in shares) at Mar. 31, 2020 | 215 | 9,396,015 | |||
BALANCE at Dec. 31, 2019 | $ 1,148,204 | $ 94 | 119,592,366 | (111,681,255) | 9,059,409 |
BALANCE (in shares) at Dec. 31, 2019 | 215 | 9,386,689 | |||
Net loss | (11,479,096) | ||||
BALANCE at Sep. 30, 2020 | $ 1,148,204 | $ 268 | 138,235,579 | (123,160,351) | 16,223,700 |
BALANCE (in shares) at Sep. 30, 2020 | 215 | 26,813,593 | |||
BALANCE at Mar. 31, 2020 | $ 1,148,204 | $ 94 | 119,736,512 | (115,638,863) | 5,245,947 |
BALANCE (in shares) at Mar. 31, 2020 | 215 | 9,396,015 | |||
Issuance of common stock and warrants, net of issuance costs | $ 146 | 18,258,435 | 18,258,581 | ||
Issuance of common stock and warrants, net of issuance costs (in shares) | 14,601,628 | ||||
Stock-based compensation | 92,643 | 92,643 | |||
Conversion of warrants for common shares | $ 14 | 14 | |||
Conversion of warrants for common shares (in shares) | 1,474,740 | ||||
Net loss | (3,611,925) | (3,611,925) | |||
BALANCE at Jun. 30, 2020 | $ 1,148,204 | $ 254 | 138,087,590 | (119,250,788) | 19,985,260 |
BALANCE (in shares) at Jun. 30, 2020 | 215 | 25,472,383 | |||
Stock-based compensation | 116,292 | 116,292 | |||
Conversion of warrants for common shares | $ 14 | 31,697 | 31,711 | ||
Conversion of warrants for common shares (in shares) | 1,341,210 | ||||
Net loss | (3,909,563) | (3,909,563) | |||
BALANCE at Sep. 30, 2020 | $ 1,148,204 | $ 268 | 138,235,579 | (123,160,351) | 16,223,700 |
BALANCE (in shares) at Sep. 30, 2020 | 215 | 26,813,593 | |||
BALANCE at Dec. 31, 2020 | $ 20,035,849 | $ 454 | 161,533,653 | (126,775,427) | 54,794,529 |
BALANCE (in shares) at Dec. 31, 2020 | 1,734 | 45,442,729 | |||
Stock-based compensation | 124,564 | 124,564 | |||
Conversion of preferred shares for common shares | $ (8,288,652) | $ 63 | 8,288,589 | ||
Conversion of preferred shares for common shares (in shares) | (789) | 6,278,236 | |||
Exercise of warrants for common shares | $ 10 | 1,213,914 | 1,213,924 | ||
Exercise of warrants for common shares (in shares) | 1,005,320 | ||||
Retired shares (in shares) | (7) | ||||
Net loss | (6,357,170) | (6,357,170) | |||
BALANCE at Mar. 31, 2021 | $ 11,747,197 | $ 527 | 171,160,720 | (133,132,597) | 49,775,847 |
BALANCE (in shares) at Mar. 31, 2021 | 945 | 52,726,278 | |||
BALANCE at Dec. 31, 2020 | $ 20,035,849 | $ 454 | 161,533,653 | (126,775,427) | 54,794,529 |
BALANCE (in shares) at Dec. 31, 2020 | 1,734 | 45,442,729 | |||
Conversion of preferred shares for common shares | 18,653,826 | ||||
Net loss | (18,204,264) | ||||
BALANCE at Sep. 30, 2021 | $ 1,382,023 | $ 611 | 182,182,461 | (144,979,691) | 38,585,404 |
BALANCE (in shares) at Sep. 30, 2021 | 111 | 61,101,264 | |||
BALANCE at Mar. 31, 2021 | $ 11,747,197 | $ 527 | 171,160,720 | (133,132,597) | 49,775,847 |
BALANCE (in shares) at Mar. 31, 2021 | 945 | 52,726,278 | |||
Issuance of common stock and warrants, net of issuance costs | $ 1 | 34,872 | 34,873 | ||
Issuance of common stock and warrants, net of issuance costs (in shares) | 41,692 | ||||
Stock-based compensation | 200,617 | 200,617 | |||
Conversion of preferred shares for common shares | $ (3,109,552) | $ 25 | 3,109,527 | ||
Conversion of preferred shares for common shares (in shares) | (250) | 2,500,000 | |||
Retired shares (in shares) | (39) | ||||
Net loss | (6,028,030) | (6,028,030) | |||
BALANCE at Jun. 30, 2021 | $ 8,637,645 | $ 553 | 174,505,736 | (139,160,627) | 43,983,307 |
BALANCE (in shares) at Jun. 30, 2021 | 695 | 55,267,931 | |||
Stock-based compensation | 421,161 | 421,161 | |||
Conversion of preferred shares for common shares | $ (7,255,622) | $ 58 | 7,255,564 | ||
Conversion of preferred shares for common shares (in shares) | (584) | 5,833,333 | |||
Net loss | (5,819,064) | (5,819,064) | |||
BALANCE at Sep. 30, 2021 | $ 1,382,023 | $ 611 | $ 182,182,461 | $ (144,979,691) | $ 38,585,404 |
BALANCE (in shares) at Sep. 30, 2021 | 111 | 61,101,264 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (18,204,264) | $ (11,479,096) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 110,624 | 105,529 |
Stock-based compensation expense | 746,342 | 353,081 |
Noncash lease expense | 57,160 | 48,859 |
Loss on disposal of fixed assets | 2,938 | |
Changes in: | ||
Prepaid expenses and other current assets | (273,650) | (189,955) |
Lease liability | (88,268) | (77,897) |
Accounts payable and accrued liabilities | (408,708) | 1,175,445 |
Cash used in operating activities | (18,057,826) | (10,064,034) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (11,622) | (45,143) |
Cash used in investing activities | (11,622) | (45,143) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock, net of underwriting issuance costs | 34,874 | 18,258,581 |
Deferred issuance costs | (137,907) | |
Proceeds from long-term obligations | 184,000 | |
Issuance of common stock in connection with exercise of pre-funded warrants | 28 | |
Proceeds from exercise of warrants | 1,213,924 | 31,697 |
Cash provided by financing activities | 1,248,798 | 18,336,399 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (16,820,650) | 8,227,222 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 57,165,377 | 10,614,722 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 40,344,727 | 18,841,944 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | $ 1,584 | |
Conversion of preferred stock to common stock | $ 18,653,826 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 9 Months Ended |
Sep. 30, 2021 | |
NATURE OF BUSINESS AND ORGANIZATION | |
NATURE OF BUSINESS AND ORGANIZATION | 1. NATURE OF BUSINESS AND ORGANIZATION Cellectar Biosciences, Inc. (the “Company”) is a late-stage clinical biopharmaceutical company focused on the discovery and development of drugs for the treatment of cancer leveraging our proprietary phospholipid drug conjugate™ (PDC™) delivery platform that specifically targets cancer cells and deliver improved efficacy and better safety as a result of fewer off-target effects. The Company has incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of approximately $144,979,691 at September 30, 2021. During the nine months ended September 30, 2021, the Company generated a net loss of approximately $18,204,264 and expects that it will continue to generate operating losses for the foreseeable future. However, the Company believes that its cash balance at September 30, 2021 is adequate to fund our basic budgeted operations for at least 12 months from the filing of these financial statements.The Company’s ability to execute its current operating plan depends on its ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise. The Company plans to continue to actively pursue financing alternatives , but there can be no assurance that it will obtain the necessary funding. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2020 has been derived from our audited financial statements. The accompanying unaudited Condensed Consolidated Balance Sheet as of September 30, 2021, and the Condensed Consolidated Statements of Operations, the Condensed Statements of Stockholders’ Equity for the three and nine months ended September 30, 2021 and 2020, the Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020, and the related interim information contained within the notes to the Condensed Consolidated Financial Statements, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and the notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at September 30, 2021 and consolidated results of its operations and stockholders’ equity for the three and nine months ended September 30, 2021 and 2020 and cash flows for the nine months ended September 30, 2021 and 2020. The results for the three and nine months ended September 30, 2021 are not necessarily indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 2, 2021. Principles of Consolidation Fixed Assets 3 Right-of-Use (ROU) Asset and Lease Liabilities Stock-Based Compensation Research and Development Income Taxes Fair Value of Financial Instruments Financial Instruments Concentration of Credit Risk Recently Adopted Accounting Pronouncements - Debt-Debt with Conversion and Other Options |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2021 | |
FAIR VALUE | |
FAIR VALUE | 2. FAIR VALUE In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value: ● Level 1: Input prices quoted in an active market for identical financial assets or liabilities. ● Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets, and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. ● Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The carrying value of cash and cash equivalents approximates fair value as maturities are less than three months. The carrying amounts reported on the Consolidated Balance sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 3. STOCKHOLDERS’ EQUITY Authorized Share Increase At a special meeting held on February 25, 2021, the Company’s stockholders approved the amendment of the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to increase the authorized common stock from 80,000,000 shares to 160,000,000 shares. Equity Distribution Agreement On August 11, 2020, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Oppenheimer & Co. Inc. (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell from time to time through the Sales Agent, up to $14.5 million of shares of the Company’s common stock, par value $0.00001 per share (the “ATM Shares”). The Sales Agent will receive from the Company a commission of 3.0% of the gross proceeds from the sales of the ATM Shares pursuant to the terms of the Sales Agreement. The offering of the ATM Shares pursuant to the Sales Agreement will terminate upon the earliest of (i) the sale of all ATM Shares subject to the Sales Agreement, and (ii) the termination of the Sales Agreement by the Company or the Sales Agent. Net proceeds from the sale of the ATM Shares will be used for general corporate purposes, including working capital. The ATM Shares issued under the Sales Agreement are offered pursuant to a registration statement on Form S-3, which was declared effective by the SEC on August 20, 2020. In June 2021, the Company issued and sold an aggregate of 41,692 ATM Shares pursuant to the Sales Agreement and received gross proceeds of approximately $69,000 and net proceeds of $35,000 after deducting commissions to the Sales Agent and other offering expenses. December 2020 Public Offering and Private Placement On December 23, 2020, the Company issued and sold 18,148,136 shares of common stock, par value $0.00001 per share, at a public offering price of $1.35 per share of common stock, prior to deducting underwriting discounts and commissions and estimated offering expenses. In a concurrent private placement, the Company issued and sold 1,518.5180 shares of Series D convertible preferred stock. The preferred shares are convertible into a number of shares of common stock equal to $13,500 divided by $1.35 (or 10,000 shares of common stock for each share of Series D preferred stock converted) and were issued at a price of $13,500 per share of Series D preferred stock. The preferred shares will only be convertible into common stock upon receipt of stockholder approval of the issuance of the underlying shares of common stock as required by Nasdaq Marketplace Rule 5635(d) at a special stockholder meeting to be called for that purpose. At a special meeting of stockholders held on February 25, 2021, the stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock upon the conversion of the Series D preferred stock. During the three months ended March 31, 2021, 574.0736 shares of our Series D convertible preferred stock were converted into 5,740,736 Common Stock at a rate of 1 to 10,000 shares. During the three months ended June 30, 2021, 250 shares of our Series D convertible preferred stock were converted into 2,500,000 Common Stock at a rate of 1 to 10,000 shares. During the three months ended September 30, 2021, 583.33 shares of our Series D convertible preferred stock were converted into 5,833,333 Common Stock at a rate of 1 to 10,000 shares. For the nine months ended September 30, 2021 the total Series D convertible preferred stock converted into 14,074,069 Common Stock at a rate of 1 to 10,000 shares. The net proceeds of the offerings to the Company, after deducting the underwriting discounts and commissions, placement agency fees and estimated offering expenses payable by the Company were approximately $41.4 million. The common stock issued in the public offering was offered by the Company pursuant to a registration statement on Form S-3, which was declared effective by the SEC on August 20, 2020. The common stock issuable upon conversion of the Series D preferred stock in the private placement was offered by the Company pursuant to a registration statement on Form S-3, which was declared effective by the SEC on February 1, 2021. In accordance with the concept of ASC 820 regarding the December 2020 public offering, the Company allocated the value of the proceeds to the common stock and preferred stock utilizing a relative fair value basis. Using the Nasdaq closing trading price for our stock on December 28, 2020, the Company computed the fair value of the shares sold. The fair value of the preferred stock was estimated on a relative fair value basis. This valuation did not impact total Stockholders’ Equity of $45.0 million, but is an internal proportionate calculation allocating the gross proceeds of approximately $24.5 million to common stock and $20.5 million to preferred stock. June 2020 Public Offering On June 5, 2020, the Company issued and sold 14,601,628 shares of common stock, 2,789,700 pre-funded warrants exercisable for one share of our common stock at an exercise price of $0.00001 per share and 8,695,664 Series H warrants to purchase 8,695,664 shares of common stock. The public offering price of a share of common stock together with one-half of a Series H warrant to purchase one share of common stock was $1.15. The public offering price of a pre-funded warrant together with one-half of a Series H Warrant was $1.1499. The Series H warrants have an exercise price of $1.2075 per share and are exercisable for five years from the date of issuance. As of September 30, 2021, all 2,789,700 pre-funded warrants have been exercised. As of September 30, 2021, a total of 1,487,695 Series H warrants have been exercised. In accordance with the concept of ASC 820 regarding the June 2020 public offering, the Company allocated value of the proceeds to the common stock and warrants utilizing a relative fair value basis. Using the Nasdaq closing trading price for our stock on June 5, 2020, the Company computed the fair value of the shares sold. The fair value of the warrants was estimated using the Black-Scholes option-pricing model at that same date. This valuation did not impact total Stockholders’ Equity of $20.0 million, but is an internal proportionate calculation allocating the gross proceeds of approximately $12.1 million to common stock and $7.9 million to warrants. Gross offering proceeds to the Company were $20.0 million, with net proceeds to the Company of approximately $18.3 million after deducting placement agent fees and related offering expenses. The Company intends to use the net proceeds from the offering for research and development, funding clinical studies, working capital and general corporate purposes. The common stock, pre-funded warrants and Series H warrants were offered by the Company pursuant to a registration statement on Form S-1 , which was declared effective by the SEC on June 2, 2020 and an additional registration statement filed on June 2, 2020 pursuant to Rule 462(b) under the Act. Common Stock Warrants The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2021. Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date June 2020 Series H Warrants 7,207,969 $ 1.2075 June 5, 2025 May 2019 Series F Warrants 1,957,000 $ 2.40 May 20, 2024 May 2019 Series G Warrants 2,018,000 $ 2.40 May 20, 2024 July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 Total 16,079,616 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 4. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation 2021 Stock Incentive Plan one During the nine-month periods ended September 30, 2021 and 2020, options granted were 3,537,500 and 653,750, respectively. The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Employee and director stock option grants: Research and development $ 62,655 $ 22,858 $ 133,450 $ 50,071 General and administrative 358,506 93,435 612,892 303,010 Total stock-based compensation $ 421,161 $ 116,292 $ 746,342 $ 353,081 On March 4, 2021, we granted 2,810,000 contingent non-statutory stock option awards at an exercise price of $1.74 per share to our employees. Each of these grants was contingent on approval of the 2021 Plan that was voted on and approved by the stockholders at the Annual Meeting of Stockholders held on June 23, 2021. In accordance with the timing of the stockholder approval, the Company recognized the compensation expense of the contingent non-statutory stock option awards issued in March 2021 beginning in June 2021 and continuing through vesting period. Assumptions Used in Determining Fair Value Valuation and amortization method Volatility. Risk-free interest rate Expected term Forfeitures. Dividends. Exercise prices for all grants made during the nine months ended September 30, 2021 were equal to the market value of the Company’s common stock on the date of grant. Stock Option Activity A summary of stock option activity is as follows: Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2020 1,184,464 $ 4.34 $ 316,688 Granted 208,500 $ 1.78 Outstanding at March 31, 2021 1,392,964 $ 3.96 8.56 $ 122,700 Granted 3,309,000 $ 1.66 Expired (177) $ 2,800.00 Outstanding at June 30, 2021 4,701,787 $ 2.23 9.31 $ — Granted 20,000 $ 1.06 Forfeited (46,001) $ 2.01 Outstanding at September 30, 2021 4,675,786 $ 2.23 9.05 $ — Exercisable, September 30, 2021 810,100 $ 4.87 7.45 $ — Unvested, September 30, 2021 3,865,686 $ 1.68 9.38 $ — The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of September 30, 2021, there was approximately $3,005,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $413,000, $1,396,000, $1,020,000, and $176,000 during 2021, 2022, 2023, and 2024 respectively. The Company’s expense estimates are based upon the expectation that all unvested options will vest in the future. The weighted-average grant-date fair value of vested and unvested options outstanding at September 30, 2021 was $3.86 and $0.90, respectively. Restricted Stock Grant Weighted Average Grant Date Total Grant Number of Fair Value Date Fair Shares Per Share Value Outstanding at December 31, 2019 9,334 $ 21.00 $ 196,000 Vested (9,334) $ 21.00 $ (196,000) Outstanding at December 31, 2020 — $ — $ — |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2021 | |
INCOME TAXES | |
INCOME TAXES | 5. INCOME TAXES The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards (“NOLs”), using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the nine months ended September 30, 2021 or 2020 because the Company has experienced losses on a tax basis since inception. Because of the limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the value of its gross deferred tax assets. The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2021 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 6. NET LOSS PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share for the three and nine months ended September 30, 2021 and September 30, 2020 is computed by dividing net income (loss) by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options, warrants, non-vested restricted stock, preferred shares convertible into common stock and, pre-funded warrants. Since there is a net loss attributable to common stockholders for the three and nine months ended September 30, 2021 and September 30, 2020, the inclusion of common stock equivalents in the computation for that period would be antidilutive. The following potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share since their inclusion would be antidilutive: Nine Months Ended September 30, 2021 2020 Warrants 16,079,616 17,937,766 Preferred shares as convertible into common stock 1,111,111 537,500 Stock options 4,675,786 1,184,464 Total potentially dilutive shares 21,866,513 19,659,730 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES Real Property Leases Florham Park, New Jersey On June 4, 2018, the Company entered in an Agreement of Lease for 3,893 square feet for its corporate headquarters in Borough of Florham Park, New Jersey (the “HQ Lease”). The HQ Lease commencement date was October 2018 and terminates in February 2024. The Company has an option to extend the term of the HQ Lease for one additional 60-month period. Under the terms of the HQ Lease, the Company paid a security deposit of $75,000 and the aggregate rent due over the term of the HQ Lease is approximately $828,000, which will be reduced to approximately $783,000 after certain rent abatements. The Company is required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises. After certain rent abatements the rent is approximately $12,500 per month for the first year and then escalates thereafter by 2% per year for the duration of the term. Madison, Wisconsin The Company presently rents office space in Madison and is rented for approximately $3,000 per month under an agreement that expires on August 31, 2022. Operating Lease Liability In June 2018, the Company entered into the HQ Lease. The HQ Lease commenced upon completion of certain improvements by the landlord in October 2018 and terminates in February 2024 with an option to extend the term of the lease for one additional 60-month Under the HQ Lease, the Company will pay monthly fixed rent based on approximate rate per rentable square foot which ranges between approximately $12,400 to $13,600 over the lease period. In addition, the Company received certain rent abatements and lease incentives subject to the limitations in the HQ Lease. The HQ Lease’s net ROU asset and lease liability are approximately $225,000 and ($333,000 ), respectively, as of September 30, 2021 and rental expense for the nine months ended September 30, 2021 is approximately $85,000. Discount Rate The Company has determined the interest rate implicit in the lease considering factors such as Company’s credit rating, borrowing terms offered by the U.S. Small Business Administration, amount of lease payments, quality of collateral and alignment of the borrowing term and lease term. The Company considers 10% per annum as reasonable to use as the incremental borrowing rate for purposes of the calculation of lease liabilities. Maturity Analysis of Short-Term and Operating Leases The following table approximates the dollar maturity of the Company’s undiscounted payments for its short-term leases and operating lease liabilities as of September 30, 2021: Years ending December 31, Remainder of 2021 $ 39,000 2022 158,000 2023 161,000 2024 14,000 Total undiscounted lease payments 372,000 Less: Imputed interest (39,000) Present value of lease liabilities $ 333,000 Legal The Company may be involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements. |
LOAN PAYABLE
LOAN PAYABLE | 9 Months Ended |
Sep. 30, 2021 | |
LOAN PAYABLE. | |
LOAN PAYABLE | 8. LOAN PAYABLE On April 21, 2020, the Company received loan proceeds in the amount of approximately $184,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after 24 weeks as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness will be reduced if the borrower terminates employees or reduces salaries during the 24-week period. The unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company intends to use the proceeds for purposes consistent with the PPP requirements. On December 30, 2020, the principal loan amount of $184,000 and accrued interest of $1,280 were forgiven and recognized as a gain on extinguishment of debt in the fourth quarter of 2020. |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
NATURE OF BUSINESS AND ORGANIZATION | |
Principles of Consolidation | Principles of Consolidation |
Fixed Assets Right-of-Use (ROU) Asset and Lease Liabilities | Fixed Assets 3 Right-of-Use (ROU) Asset and Lease Liabilities |
Stock-Based Compensation | Stock-Based Compensation |
Research and Development | Research and Development |
Income Taxes | Income Taxes |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Instruments |
Concentration of Credit Risk | Concentration of Credit Risk |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements - Debt-Debt with Conversion and Other Options |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
STOCKHOLDERS' EQUITY | |
Schedule of Outstanding Warrants to Purchase Common Stock | The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2021. Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date June 2020 Series H Warrants 7,207,969 $ 1.2075 June 5, 2025 May 2019 Series F Warrants 1,957,000 $ 2.40 May 20, 2024 May 2019 Series G Warrants 2,018,000 $ 2.40 May 20, 2024 July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 Total 16,079,616 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
STOCK-BASED COMPENSATION | |
Schedule of Accounting for Stock-Based Compensation | Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Employee and director stock option grants: Research and development $ 62,655 $ 22,858 $ 133,450 $ 50,071 General and administrative 358,506 93,435 612,892 303,010 Total stock-based compensation $ 421,161 $ 116,292 $ 746,342 $ 353,081 |
Schedule of Stock Options Activity | A summary of stock option activity is as follows: Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2020 1,184,464 $ 4.34 $ 316,688 Granted 208,500 $ 1.78 Outstanding at March 31, 2021 1,392,964 $ 3.96 8.56 $ 122,700 Granted 3,309,000 $ 1.66 Expired (177) $ 2,800.00 Outstanding at June 30, 2021 4,701,787 $ 2.23 9.31 $ — Granted 20,000 $ 1.06 Forfeited (46,001) $ 2.01 Outstanding at September 30, 2021 4,675,786 $ 2.23 9.05 $ — Exercisable, September 30, 2021 810,100 $ 4.87 7.45 $ — Unvested, September 30, 2021 3,865,686 $ 1.68 9.38 $ — |
Schedule of Restricted Stock Grants | Weighted Average Grant Date Total Grant Number of Fair Value Date Fair Shares Per Share Value Outstanding at December 31, 2019 9,334 $ 21.00 $ 196,000 Vested (9,334) $ 21.00 $ (196,000) Outstanding at December 31, 2020 — $ — $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
NET LOSS PER SHARE | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share since their inclusion would be antidilutive: Nine Months Ended September 30, 2021 2020 Warrants 16,079,616 17,937,766 Preferred shares as convertible into common stock 1,111,111 537,500 Stock options 4,675,786 1,184,464 Total potentially dilutive shares 21,866,513 19,659,730 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
COMMITMENTS AND CONTINGENCIES | |
Schedule of Lessee, Operating Lease, Liability, Maturity | The following table approximates the dollar maturity of the Company’s undiscounted payments for its short-term leases and operating lease liabilities as of September 30, 2021: Years ending December 31, Remainder of 2021 $ 39,000 2022 158,000 2023 161,000 2024 14,000 Total undiscounted lease payments 372,000 Less: Imputed interest (39,000) Present value of lease liabilities $ 333,000 |
NATURE OF BUSINESS AND ORGANI_3
NATURE OF BUSINESS AND ORGANIZATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Retained Earnings (Accumulated Deficit) | $ 144,979,691 | $ 144,979,691 | $ 126,775,427 | ||||||
Net loss | (5,819,064) | $ (6,028,030) | $ (6,357,170) | $ (3,909,563) | $ (3,611,925) | $ (3,957,608) | (18,204,264) | $ (11,479,096) | |
Impairment Charges | 0 | 0 | |||||||
Cash, Uninsured Amount | $ 39,800,000 | $ 39,800,000 | $ 56,700,000 | ||||||
Leasehold Improvements | |||||||||
Property, Plant and Equipment, Useful Life | 64 months | ||||||||
Minimum | |||||||||
Property, Plant and Equipment, Useful Life | 3 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | ||||||||
Maximum | |||||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Dec. 28, 2020USD ($) | Dec. 23, 2020USD ($)$ / sharesshares | Jun. 05, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Jun. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Feb. 25, 2021shares | Feb. 24, 2021shares | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Class of Warrant or Right [Line Items] | ||||||||||||||
Issuance of common stock and warrants, net of issuance costs | $ 34,873 | $ 18,258,581 | ||||||||||||
Proceeds from issuance of common stock, net of underwriting issuance costs | $ 34,874 | $ 18,258,581 | ||||||||||||
Proceeds from exercise of warrants | $ 1,213,924 | 31,697 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 16,079,616 | 16,079,616 | ||||||||||||
Common Stock, Shares Authorized | shares | 160,000,000 | 160,000,000 | 160,000,000 | 80,000,000 | 80,000,000 | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||
Stockholders' Equity Attributable to Parent | $ 38,585,404 | $ 43,983,307 | $ 49,775,847 | $ 19,985,260 | $ 38,585,404 | $ 16,223,700 | $ 54,794,529 | $ 5,245,947 | $ 9,059,409 | |||||
June 2020 Pre Funded Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 14,601,628 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,789,700 | |||||||||||||
Number of warrants exercised | shares | 2,789,700 | |||||||||||||
Number of share of common stock per warrant | shares | 1 | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.00001 | |||||||||||||
June 2020 Series H Warrants | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Issuance of common stock and warrants, net of issuance costs | $ 20,000,000 | |||||||||||||
Proceeds from issuance of common stock, net of underwriting issuance costs | 12,100,000 | |||||||||||||
Proceeds from exercise of warrants | 7,900,000 | |||||||||||||
Net proceeds from stockholders' equity | $ 18,300,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,695,664 | |||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||
Number of warrants exercised | shares | 1,487,695 | |||||||||||||
Stockholders' Equity Attributable to Parent | $ 20,000,000 | |||||||||||||
Public Offering Price Of Share And Warrants | $ / shares | $ 1.15 | |||||||||||||
Public Offering Price Of Warrants | $ / shares | 1.1499 | |||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.2075 | |||||||||||||
Series D Preferred stock | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,518.5180 | |||||||||||||
Number of shares converted | shares | 583.33 | 250 | 574.0736 | |||||||||||
Number of shares issued upon conversion | shares | 5,833,333 | 2,500,000 | 5,740,736 | 14,074,069 | ||||||||||
Private Placement | Series D Preferred stock | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 10,000 | |||||||||||||
Share Price | $ / shares | $ 13,500 | |||||||||||||
Preferred Stock, Convertible, Conversion Ratio | 1.35 | |||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | $ 13,500 | |||||||||||||
Issue Price | $ / shares | $ 13,500 | |||||||||||||
Private Placement | December 2020 Public Offering and Private Placement | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 18,148,136 | |||||||||||||
Proceeds from issuance of preferred stock | $ 20,500,000 | |||||||||||||
Issuance of common stock and warrants, net of issuance costs | 45,000,000 | |||||||||||||
Proceeds from issuance of common stock, net of underwriting issuance costs | $ 24,500,000 | |||||||||||||
Net proceeds from stockholders' equity | $ 41,400,000 | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | |||||||||||||
Public offering price of share | $ / shares | $ 1.35 | |||||||||||||
Minimum | Series D Preferred stock | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Conversion rate | 1 | 1 | 1 | 1 | ||||||||||
Maximum | Series D Preferred stock | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Conversion rate | 10,000 | 10,000 | 10,000 | 10,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Sep. 30, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 16,079,616 |
June 2020 Series H Warrants | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 7,207,969 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 1.2075 |
May 2019 Series F Warrants | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 1,957,000 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.40 |
May 2019 Series G Warrants | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 2,018,000 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.40 |
July 2018 Series E Warrants | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 4,140,000 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 4 |
October 2017 Series D Warrants | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 310,856 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 17.80 |
November 2016 Public Offering Series C | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 415,785 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 15 |
October 2015 Incremental Series A | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 30,006 |
Exercise price of warrants (in dollars per share) | $ / shares | $ 21.30 |
STOCKHOLDERS' EQUITY - Equity D
STOCKHOLDERS' EQUITY - Equity Distribution Agreement (Details) - USD ($) | Aug. 11, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||||
Aggregate value of shares issued | $ 34,873 | $ 18,258,581 | |||||
Common stock par value | $ 0.00001 | $ 0.00001 | |||||
Gross Proceeds | $ 34,874 | $ 18,258,581 | |||||
Equity Distribution Agreement | Sales Agent | |||||||
Class of Warrant or Right [Line Items] | |||||||
Aggregate value of shares issued | $ 14,500,000 | ||||||
Common stock par value | $ 0.00001 | ||||||
Commission paid on Sale of shares (In Percentage) | 3.00% | ||||||
Issuance of common stock and warrants, net of issuance costs (in shares) | 41,692 | ||||||
Gross Proceeds | $ 69,000 | ||||||
Net Proceeds | $ 35,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 421,161 | $ 116,292 | $ 746,342 | $ 353,081 |
Employee and director stock option grants | Research and development | ||||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | 62,655 | 22,858 | 133,450 | 50,071 |
Employee and director stock option grants | General and administrative | ||||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 358,506 | $ 93,435 | $ 612,892 | $ 303,010 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - Stock Option Activity - USD ($) | 3 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,701,787 | 1,392,964 | 1,184,464 | |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 20,000 | 3,309,000 | 208,500 | |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | (177) | |||
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | (46,001) | |||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,675,786 | 4,701,787 | 1,392,964 | |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 810,100 | |||
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 3,865,686 | |||
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 2.23 | $ 3.96 | $ 4.34 | |
Granted - Weighted Average Exercise Price (in dollars per share) | 1.06 | 1.66 | 1.78 | |
Expired- Weighted Average Exercise Price (in dollars per share) | 2,800 | |||
Forfeited - Weighted Average Exercise Price (in dollars per share) | 2.01 | |||
Outstanding - Weighted Average Exercise Price (in dollars per share) | 2.23 | $ 2.23 | $ 3.96 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | 4.87 | |||
Unvested - Weighted Average Exercise Price (in dollars per share) | $ 1.68 | |||
Outstanding - Weighted Average Remaining Contracted Term in Years | 9 years 18 days | 9 years 3 months 21 days | 8 years 6 months 21 days | |
Exercisable - Weighted Average Remaining Contracted Term in Years | 7 years 5 months 12 days | |||
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 4 months 17 days | |||
Outstanding - Aggregate Intrinsic Value | $ 0 | $ 122,700 | $ 316,688 | |
Exercisable - Aggregate Intrinsic Value (in dollars) | 0 | |||
Unvested - Aggregate Intrinsic Value (in dollars) | $ 0 |
STOCK-BASED COMPENSATION - Rest
STOCK-BASED COMPENSATION - Restricted Stock Grants (Details) - Non-vested restricted stock | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares | |
Number of Shares Outstanding Beginning | shares | 9,334 |
Vested | shares | (9,334) |
Number of Shares Outstanding Ending | shares | 0 |
Weighted Average Grant Date Fair Value Per Share | |
Weighted Average Grant Date Fair Value Per Share Outstanding Beginning | $ / shares | $ 21 |
Weighted Average Grant Date Fair Value Per Share Vested | $ / shares | 21 |
Weighted Average Grant Date Fair Value Per Share Outstanding Ending | $ / shares | $ 0 |
Total Grant Date Fair Value | |
Total Grant Date Fair Value Outstanding Beginning | $ | $ 196,000 |
Total Grant Date Fair Value Vested | $ | (196,000) |
Total Grant Date Fair Value Outstanding Ending | $ | $ 0 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | Mar. 04, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2017 | Jun. 23, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,810,000 | 3,537,500 | 653,750 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,005,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | 413,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 1,396,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 1,020,000 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation in Year Four | $ 176,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.90 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.74 | $ 3.86 | |||
2021 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,184,363 | ||||
Non-vested restricted stock | Stock Incentive Plan 2015 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 46,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 20.96 | ||||
Minimum | 2021 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Maximum | 2021 Stock Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 21,866,513 | 19,659,730 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 16,079,616 | 17,937,766 |
Preferred shares as convertible into common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 1,111,111 | 537,500 |
Stock Option Activity | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 4,675,786 | 1,184,464 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 04, 2018USD ($)ft² | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018 |
Lessee Operating Lease Liability Undiscounted Excess Amount | $ 39,000 | ||||
Lessee Operating Lease Liability Payments Due | 372,000 | ||||
Deferred Lease Liability | $ 176,000 | ||||
Right-of-use asset, net | 225,205 | $ 282,365 | |||
Operating Lease, Liability | $ (333,000) | ||||
Operating Lease, Weighted Average Discount Rate, Percent | 10.00% | ||||
Florham Park New Jersey | |||||
Area of Land | ft² | 3,893 | ||||
Lessee Operating Lease Renewal Term | 60 months | 60 months | |||
Payments for Leases Security Deposits | $ 75,000 | ||||
Lessee Operating Lease Liability Undiscounted Excess Amount | 828,000 | ||||
Lessee Operating Lease Liability Payments Due | $ 783,000 | ||||
Lease Rent Escalation Percentage | 2.00% | ||||
Operating Leases Rent Expense Net | $ 12,500 | $ 85,000 | |||
Right-of-use asset, net | 225,000 | ||||
Operating Lease, Liability | (333,000) | ||||
Madison Wisconsin | |||||
Operating Leases Rent Expense Net | 3,000 | ||||
Maximum | Florham Park New Jersey | |||||
Operating Leases Rent Expense Net | 13,600 | ||||
Minimum | Florham Park New Jersey | |||||
Operating Leases Rent Expense Net | $ 12,400 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Short-term Leases and Operating Lease Liabilities (Details) | Sep. 30, 2021USD ($) |
LEASES | |
Remainder of 2021 | $ 39,000 |
2022 | 158,000 |
2023 | 161,000 |
2024 | 14,000 |
Total undiscounted lease payments | 372,000 |
Less: Imputed interest | (39,000) |
Present value of lease liabilities | $ 333,000 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) | Apr. 21, 2020 | Dec. 31, 2020 |
Principal loan forgiven | $ 184,000 | |
Accrued interest forgiven | $ 1,280 | |
Paycheck Protection Program | ||
Proceeds from loans | $ 184,000 | |
Loans interest rate | 1.00% |