Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 $0.00001 | |
Trading Symbol | CLRB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 61,101,251 | |
Entity Central Index Key | 0001279704 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 30,634,122 | $ 35,703,975 |
Prepaid expenses and other current assets | 760,420 | 867,485 |
Total current assets | 31,394,542 | 36,571,460 |
Fixed assets, net | 331,144 | 344,491 |
Right-of-use asset, net | 183,286 | 204,644 |
Long-term and other assets | 81,214 | 81,214 |
TOTAL ASSETS | 31,990,186 | 37,201,809 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 4,511,716 | 3,854,914 |
Lease liability | 139,594 | 135,449 |
Total current liabilities | 4,651,310 | 3,990,363 |
Long-term lease liability, net of current portion | 129,714 | 166,292 |
TOTAL LIABILITIES | 4,781,024 | 4,156,655 |
COMMITMENTS AND CONTINGENCIES (Note 7) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.00001 par value; 160,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 61,101,251 and 61,101,263 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 611 | 611 |
Additional paid-in capital | 182,864,114 | 182,560,309 |
Accumulated deficit | (150,897,789) | |
Total stockholders' equity | 27,209,162 | 33,045,154 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 31,990,186 | 37,201,809 |
Series D Preferred stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; Series D preferred stock: 111 issued and outstanding as of March 31, 2022 and December 31, 2021 | $ 1,382,023 | $ 1,382,023 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 160,000,000 | 160,000,000 |
Common stock, shares issued | 61,101,251 | 61,101,263 |
Common stock, shares outstanding | 61,101,251 | 61,101,263 |
Series D Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, issued | 111 | 111 |
Preferred stock, outstanding | 111 | 111 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
COSTS AND EXPENSES: | ||
Research and development | $ 3,887,039 | $ 4,633,194 |
General and administrative | 2,253,188 | 1,726,338 |
Total costs and expenses | 6,140,227 | 6,359,532 |
LOSS FROM OPERATIONS | (6,140,227) | (6,359,532) |
OTHER INCOME: | ||
Interest income, net | 430 | 2,362 |
Total other income, net | $ 430 | 2,362 |
NET LOSS | $ (6,357,170) | |
BASIC NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | $ (0.10) | $ (0.13) |
DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | $ (0.10) | $ (0.13) |
Weighted Average Number of Shares Outstanding, Basic | 61,101,262 | 48,139,189 |
Weighted Average Number of Shares Outstanding, Diluted | 61,101,262 | 48,139,189 |
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, 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 | 8,288,652 | |
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, 2021 | $ 1,382,023 | $ 611 | 182,560,309 | (150,897,789) | 33,045,154 |
BALANCE (in shares) at Dec. 31, 2021 | 111 | 61,101,263 | |||
Stock-based compensation | 303,805 | 303,805 | |||
Retired shares (in shares) | (12) | ||||
Net loss | (6,139,797) | ||||
BALANCE at Mar. 31, 2022 | $ 1,382,023 | $ 611 | $ 182,864,114 | $ (157,037,586) | $ 27,209,162 |
BALANCE (in shares) at Mar. 31, 2022 | 111 | 61,101,251 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,357,170) | |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | $ 43,417 | 35,130 |
Stock-based compensation expense | 303,805 | 124,564 |
Noncash lease expense | 21,358 | 18,322 |
Loss on disposal of fixed assets | 2,938 | |
Changes in: | ||
Prepaid expenses and other current assets | 107,065 | (454) |
Lease liability | (32,433) | (28,693) |
Accounts payable and accrued liabilities | 656,802 | 1,452,784 |
Cash used in operating activities | (5,039,783) | (4,752,579) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (30,070) | |
Cash used in investing activities | (30,070) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of warrants | 1,213,924 | |
Cash provided by financing activities | 1,213,924 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (5,069,853) | (3,538,655) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 35,703,975 | 57,165,377 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 30,634,122 | 53,626,722 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Conversion of preferred stock to common stock | $ 8,288,652 |
NATURE OF BUSINESS AND ORGANIZA
NATURE OF BUSINESS AND ORGANIZATION | 3 Months Ended |
Mar. 31, 2022 | |
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 delivers 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 $157,038,000 as of March 31, 2022. During the three months ended March 31, 2022, the Company generated a net loss of approximately $6,140,000 and expects that it will continue to generate operating losses for the foreseeable future. However, the Company believes that its cash balance as of March 31, 2022 is adequate to fund its 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, 2021 has been derived from our audited financial statements. The accompanying unaudited Condensed Consolidated Balance Sheet as of March 31, 2022, and the Condensed Consolidated Statements of Operations, the Condensed Consolidated Statements of Cash Flows, and the Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2022 and 2021, 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 March 31, 2022 and consolidated results of its operations, cash flows, and stockholders’ equity for the three months ended March 31, 2022 and 2021. The results for the three months ended March 31, 2022 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, 2021, which was filed with the SEC on March 21, 2022. Principles of Consolidation Fixed Assets 3 Right-of-Use (ROU) Asset and Lease Liabilities Leases Stock-Based Compensation Research and Development Income Taxes Fair Value of Financial Instruments Financial Instruments Concentration of Credit Risk Recently Adopted Accounting Pronouncements New Accounting Pronouncements – Issued but Not Yet Adopted |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2022 | |
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 in the Condensed Consolidated Balance sheets for other current financial assets and liabilities approximate fair value because of their short-term nature. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
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, or (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. These 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 were only 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 share of common stock at the established conversion rate. During the three months ended June 30, 2021, 250 shares of our Series D convertible preferred stock were converted into 2,500,000 of common stock. During the three months ended September 30, 2021, 583.33 shares of our Series D convertible preferred stock were converted into 5,833,333 shares of common stock. There were no preferred stock conversions for the three months ended December 31, 2021, or the three months ended March 31, 2022. The net proceeds of the December public offering and private placement to the Company, after deducting 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 the total increase to Stockholders’ Equity of $45.0 million, but is an internal, proportionate calculation allocating 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 March 31, 2022, all 2,789,700 pre-funded warrants have been exercised, and 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 the total increase to Stockholders’ Equity of $20.0 million, but is an internal, proportionate calculation allocating 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 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 March 31, 2022: 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 Total 15,633,825 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 4. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation 2021 Stock Incentive Plan one During the three-month period ended March 31, 2022 and 2021, options granted were 2,778,500 and 208,500, respectively. The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants: Three Months Ended March 31, 2022 2021 Employee and director stock option grants: Research and development $ 41,928 $ 29,395 General and administrative 261,877 95,169 Total stock-based compensation $ 303,805 $ 124,564 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 the remaining vesting period. Assumptions Used in Determining Fair Value Valuation and amortization method Volatility. Risk-free interest rate Expected term calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. Forfeitures. Dividends. Exercise prices for all grants made during the three months ended March 31, 2022 and March 31, 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, 2021 4,238,200 $ 2.27 $ — Granted 2,778,500 $ 0.55 Forfeited (952,000) $ 1.86 Outstanding at March 31, 2022 6,064,700 $ 1.64 9.03 $ 338,910 Exercisable March 31, 2022 1,555,630 $ 3.33 7.94 $ — Unvested, March 31, 2022 4,509,070 $ 1.05 9.41 $ 338,910 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 March 31, 2022, there was approximately $2,800,400 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $1,092,300, $1,193,600, $489,500, and $25,000 during 2022, 2023, 2024, and 2025 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 March 31, 2022 was $2.43 and $0.68, respectively. As of March 31, 2021, vested and unvested options were $5.84 and $1.38, respectively. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 or 2021 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 | 3 Months Ended |
Mar. 31, 2022 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 6. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share for the three months ended March 31, 2022 and March 31, 2021 is computed by dividing net 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, preferred shares convertible into common stock and, pre-funded warrants. Since there is a net loss attributable to common stockholders for the three months ended March 31, 2022 and March 31, 2021, 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 loss per share since their inclusion would be antidilutive: Three Months Ended March 31, 2022 2021 Warrants 15,633,825 16,450,946 Preferred shares as convertible into common stock 1,111,111 9,444,444 Stock options 6,064,700 1,392,964 Total potentially dilutive shares 22,809,636 27,288,354 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
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 $183,000 and ($269,000), respectively, as of March 31, 2022 and rental expense for the three months ended March 31, 2022 is approximately $28,000. 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 March 31, 2022: Years ending December 31, Remainder of 2022 $ 119,000 2023 161,000 2024 13,000 Total undiscounted lease payments 293,000 Less: Imputed interest (24,000) Present value of lease liabilities $ 269,000 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. |
NATURE OF BUSINESS AND ORGANI_2
NATURE OF BUSINESS AND ORGANIZATION (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 Leases |
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 New Accounting Pronouncements – Issued but Not Yet Adopted |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: 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 Total 15,633,825 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
STOCK-BASED COMPENSATION | |
Schedule of Accounting for Stock-Based Compensation | Three Months Ended March 31, 2022 2021 Employee and director stock option grants: Research and development $ 41,928 $ 29,395 General and administrative 261,877 95,169 Total stock-based compensation $ 303,805 $ 124,564 |
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, 2021 4,238,200 $ 2.27 $ — Granted 2,778,500 $ 0.55 Forfeited (952,000) $ 1.86 Outstanding at March 31, 2022 6,064,700 $ 1.64 9.03 $ 338,910 Exercisable March 31, 2022 1,555,630 $ 3.33 7.94 $ — Unvested, March 31, 2022 4,509,070 $ 1.05 9.41 $ 338,910 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 loss per share since their inclusion would be antidilutive: Three Months Ended March 31, 2022 2021 Warrants 15,633,825 16,450,946 Preferred shares as convertible into common stock 1,111,111 9,444,444 Stock options 6,064,700 1,392,964 Total potentially dilutive shares 22,809,636 27,288,354 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022: Years ending December 31, Remainder of 2022 $ 119,000 2023 161,000 2024 13,000 Total undiscounted lease payments 293,000 Less: Imputed interest (24,000) Present value of lease liabilities $ 269,000 |
NATURE OF BUSINESS AND ORGANI_3
NATURE OF BUSINESS AND ORGANIZATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Retained Earnings (Accumulated Deficit) | $ 150,897,789 | ||
Net loss | $ (6,357,170) | ||
Impairment Charges | $ 0 | 0 | |
Cash, Uninsured Amount | $ 30,100,000 | $ 35,200,000 | |
Leasehold Improvements | |||
Property and equipment useful lives | 64 months | ||
Minimum | |||
Property and equipment useful lives | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 1 year | ||
Maximum | |||
Property and equipment useful lives | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 15,633,825 |
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 |
Warrants Expiration Date | Jun. 5, 2025 |
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 |
Warrants Expiration Date | May 20, 2024 |
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 |
Warrants Expiration Date | May 20, 2024 |
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 |
Warrants Expiration Date | Jul. 31, 2023 |
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 |
Warrants Expiration Date | Oct. 14, 2024 |
STOCKHOLDERS' EQUITY - Equity D
STOCKHOLDERS' EQUITY - Equity Distribution Agreement (Details) - USD ($) | Aug. 11, 2020 | Jun. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | ||||
Common stock par value | $ 0.00001 | $ 0.00001 | ||
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, net of issuance costs (in shares) | 41,692 | |||
Gross proceeds | $ 69,000 | |||
Net proceeds | $ 35,000 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Dec. 28, 2020USD ($) | Dec. 23, 2020USD ($)$ / sharesshares | Jun. 05, 2020USD ($)$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Sep. 30, 2021shares | Jun. 30, 2021shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Feb. 25, 2021shares | Feb. 24, 2021shares | Dec. 31, 2020USD ($) |
Class of Warrant or Right [Line Items] | |||||||||||
Proceeds from exercise of warrants | $ | $ 1,213,924 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 15,633,825 | ||||||||||
Common Stock, Shares Authorized | shares | 160,000,000 | 160,000,000 | 160,000,000 | 80,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.00001 | $ 0.00001 | |||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ | $ 0 | $ 0 | |||||||||
Stockholders' Equity Attributable to Parent | $ | $ 27,209,162 | $ 49,775,847 | $ 33,045,154 | $ 54,794,529 | |||||||
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, 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 | ||||||||
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, 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 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 303,805 | $ 124,564 |
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 | 41,928 | 29,395 |
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 | $ 261,877 | $ 95,169 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - Stock Option Activity - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,238,200 | |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 2,778,500 | |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | (952,000) | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 6,064,700 | |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 1,555,630 | |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 4,509,070 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 2.27 | |
Granted - Weighted Average Exercise Price (in dollars per share) | 0.55 | |
Forfeited - Weighted Average Exercise Price (in dollars per share) | 1.86 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | 1.64 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | 3.33 | |
Unvested - Weighted Average Exercise Price (in dollars per share) | $ 1.05 | |
Outstanding - Weighted Average Remaining Contracted Term in Years | 9 years 10 days | |
Exercisable - Weighted Average Remaining Contracted Term in Years | 7 years 11 months 8 days | |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 4 months 28 days | |
Outstanding - Aggregate Intrinsic Value | $ 338,910 | $ 0 |
Exercisable - Aggregate Intrinsic Value (in dollars) | 0 | |
Unvested - Aggregate Intrinsic Value (in dollars) | $ 338,910 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) | Mar. 04, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | 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 | 2,778,500 | 208,500 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,800,400 | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | 1,092,300 | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 1,193,600 | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 489,500 | |||
Employee Service Share Based Compensation Nonvested Total Compensation in Year Four | $ 25,000 | |||
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 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 2.43 | $ 5.84 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Option, Nonvested, Weighted Average Exercise Price | $ 0.68 | $ 1.38 | ||
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 | 1,605,449 | |||
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 | 3 years |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 22,809,636 | 27,288,354 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 15,633,825 | 16,450,946 |
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 | 9,444,444 |
Stock Option Activity | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive shares | 6,064,700 | 1,392,964 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 04, 2018USD ($)ft² | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2018USD ($) | Jun. 30, 2018 |
Lessee Operating Lease Liability Undiscounted Excess Amount | $ 24,000 | ||||
Lessee Operating Lease Liability Payments Due | 293,000 | ||||
Deferred Lease Liability | $ 176,000 | ||||
Right-of-use asset, net | 183,286 | $ 204,644 | |||
Operating Lease, Liability | $ (269,000) | ||||
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 | $ 28,000 | |||
Right-of-use asset, net | 183,000 | ||||
Operating Lease, Liability | (269,000) | ||||
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) | Mar. 31, 2022USD ($) |
LEASES | |
Remainder of 2022 | $ 119,000 |
2023 | 161,000 |
2024 | 13,000 |
Total undiscounted lease payments | 293,000 |
Less: Imputed interest | (24,000) |
Present value of lease liabilities | $ 269,000 |