Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38418 | ||
Entity Registrant Name | Cocrystal Pharma, Inc. | ||
Entity Central Index Key | 0001412486 | ||
Entity Tax Identification Number | 35-2528215 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 19805 North Creek Parkway | ||
Entity Address, City or Town | Bothell | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98011 | ||
City Area Code | (877) | ||
Local Phone Number | 262-7123 | ||
Title of 12(b) Security | Common Stock, par value | ||
Trading Symbol | COCP | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 18.5 | ||
Entity Common Stock, Shares Outstanding | 10,173,790 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement for its 2024 Annual Meeting of Stockholders are incorporated by reference in Items 10, 11, 12, 13, and 14 of Part III of this Annual Report on Form 10-K | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 572 | ||
Auditor Name | Weinberg & Company | ||
Auditor Location | Los Angeles, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 26,353 | $ 37,144 |
Restricted cash | 75 | 75 |
Tax credit receivable | 890 | 716 |
Prepaid expenses and other current assets | 1,773 | 2,243 |
Total current assets | 29,091 | 40,178 |
Property and equipment, net | 271 | 342 |
Deposits | 46 | 46 |
Operating lease right-of-use assets, net (including $42 and $99 to related party) | 1,851 | 274 |
Total assets | 31,259 | 40,840 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,022 | 976 |
Current maturities of finance lease liabilities | 7 | |
Current maturities of operating lease liabilities (including $42 and $59 to related party) | 240 | 233 |
Total current liabilities | 3,262 | 1,216 |
Long-term liabilities: | ||
Operating lease liabilities (including $0 and $42 to related party) | 1,613 | 57 |
Total long-term liabilities | 1,613 | 57 |
Total liabilities | 4,875 | 1,273 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock $0.001 par value; 150,000 shares authorized as of December 31, 2023 and December 31, 2022, respectively; 10,174 and 8,143 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 10 | 8 |
Additional paid-in capital | 342,288 | 337,489 |
Accumulated deficit | (315,914) | (297,930) |
Total stockholders’ equity | 26,384 | 39,567 |
Total liabilities and stockholders’ equity | $ 31,259 | $ 40,840 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Operating lease right of use assets related party | $ 42 | $ 99 |
Operating lease liabilities related party current | 42 | 59 |
Operating lease liabilities related party non-current | $ 0 | $ 42 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000 | 150,000 |
Common stock, shares issued | 10,174 | 8,143 |
Common stock, shares outstanding | 10,174 | 8,143 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating expenses: | ||
Research and development | $ 15,169 | $ 12,392 |
General and administrative | 5,990 | 5,745 |
Legal settlement | (2,600) | 1,600 |
Impairments | 19,092 | |
Total operating expenses | 18,559 | 38,829 |
Loss from operations | (18,559) | (38,829) |
Other (expense) income: | ||
Interest income (expense), net | 640 | (2) |
Change in fair value of derivative liabilities | 12 | |
Foreign exchange loss | (65) | (18) |
Total other income (expense), net | 575 | (8) |
Net loss | $ (17,984) | $ (38,837) |
Net loss per common share: | ||
Net loss per common share, basic | $ (1.87) | $ (4.77) |
Net loss per common share, diluted | $ (1.87) | $ (4.77) |
Weighted average number of common shares, basic | 9,651 | 8,143 |
Weighted average number of common shares, diluted | 9,651 | 8,143 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 8 | $ 336,634 | $ (259,093) | $ 77,549 |
Balance, shares at Dec. 31, 2021 | 8,143 | |||
Stock-based compensation | 855 | 855 | ||
Net loss | (38,837) | (38,837) | ||
Balance at Dec. 31, 2022 | $ 8 | 337,489 | (297,930) | 39,567 |
Balance, shares at Dec. 31, 2022 | 8,143 | |||
Stock-based compensation | 801 | 801 | ||
Net loss | (17,984) | (17,984) | ||
Sale of common stock to related entities, net of transaction costs | $ 2 | 3,998 | 4,000 | |
Sale of common stock to related entities, net of transaction costs, shares | 2,031 | |||
Balance at Dec. 31, 2023 | $ 10 | $ 342,288 | $ (315,914) | $ 26,384 |
Balance, shares at Dec. 31, 2023 | 10,174 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities: | ||
Net loss | $ (17,984) | $ (38,837) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation-and-amortization expense | 189 | 185 |
Right of use assets | (1,577) | 203 |
Loss on impairment of goodwill | 19,092 | |
Stock-based compensation | 801 | 855 |
Change in operating lease liabilities | 1,563 | (209) |
Change in fair value of derivative liabilities | (12) | |
Changes in operating assets and liabilities: | ||
Tax credit receivable | (174) | (716) |
Prepaid expenses and other current assets | 470 | (1,675) |
Accounts payable and accrued expenses | 2,046 | (321) |
Net cash used in operating activities | (14,666) | (21,435) |
Investing activities: | ||
Purchases of property and equipment | (118) | (74) |
Net cash used in investing activities | (118) | (74) |
Financing activities: | ||
Payments of finance lease obligations | (7) | (27) |
Proceeds from sale of common stock, net of transaction costs | 4,000 | |
Net cash provided by (used in) financing activities | 3,993 | (27) |
Net decrease in cash and restricted cash | (10,791) | (21,536) |
Cash and restricted cash at beginning of period | 37,219 | 58,755 |
Cash and restricted cash at end of period | $ 26,428 | $ 37,219 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) Attributable to Parent | $ (17,984) | $ (38,837) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Cocrystal Pharma, Inc. (“we”, the “Company” or “Cocrystal”), a biopharmaceutical company, has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Our focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating our research and development efforts on viral replication inhibitors, we plan to leverage our infrastructure and expertise in these areas. In September 2021, the Company opened a wholly owned foreign subsidiary in Australia named Cocrystal Pharma Australia, Ltd (“Cocrystal Australia”) with the objective of operating clinical trials in Australia. On September 27, 2022, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the “Amendment”) with the Delaware Secretary of State to effect a reverse stock split of all outstanding shares of the Company’s common stock at a ratio of one-for-12. At the Company’s 2022 Annual Meeting of Stockholders, holders of a majority of the outstanding voting power approved an amendment to the Certificate of Incorporation of the Company to effect a reverse stock split of all outstanding shares of our common stock at a ratio to be determined by the Board of Directors within a range of one-for-four through one-for-12. Following such approval, The Board of Directors determined to effect the reverse stock split at the ratio of one-for-12. The Amendment became effective October 11, 2022 and the effect of the reverse stock split was reflected on the Nasdaq Stock Market. All share and per share amounts have been retroactively restated to reflect the one-for-12 stock split as if it occurred at the beginning of the earliest period presented. Liquidity The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the year ended December 31, 2023, the Company recorded a net loss of approximately $ 17,984,000 14,666,000 On December 31, 2023, the Company had cash and cash equivalents of approximately $ 26,353,000 The Company’s activities since inception have principally consisted of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs, obtaining regulatory approvals of its products and, ultimately, the attainment of profitable operations is dependent on future events, including, among other things, its ability to access potential markets, secure financing, develop a customer base, attract, retain and motivate qualified personnel, and develop strategic alliances. Through December 31, 2023, the Company has primarily funded its operations through equity offerings. The Company will need to continue obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that the additional capital it is able to raise, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. Our future cash requirements, and the timing of those requirements, will depend on a number of factors, including economic conditions, the approval and success of our products in development, the continued progress of research and development of our product candidates, the timing and outcome of clinical trials and regulatory approvals, the costs involved in preparing, filing, prosecuting, maintaining, defending, and enforcing patent claims and other intellectual property rights, the status of competitive products, the availability of financing, our success in developing markets for our product candidates and legal proceedings that may arise. We have historically not generated sustained positive cash flow and if we are not able to secure additional funding when needed, we may have to delay, reduce the scope of, or eliminate one or more of our clinical trials or research and development programs. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its drug development activities. The Company expects to continue incurring substantial operating losses and negative cash flows from operations over the next several years during its pre-clinical and clinical development phases. Additionally, the rapid development and fluidity of the COVID-19 pandemic and new variants of the virus makes it very difficult to predict its ultimate impact on our business, results of operations and liquidity. We will continue to monitor and assess the impact COVID-19 and new variants of the virus may have on our business and financial results. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 2. Basis of Presentation and Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of annual financial information. Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Pharma Australia Pty, Ltd., Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. Segments The Company operates in one segment. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision makers have been identified as the Co-Chief Executive Officers, who review operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the impairment testing of goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 16,327,000 37,144,000 75,000 Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, ability to obtain regulatory approvals, competition from currently available treatments and therapies, competition from larger companies, effective protection of proprietary technology, maintenance of strategic relationships, and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed, or the Company is unable to maintain clearance, the Company’s business could be materially, adversely impacted. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents, and the Company held no The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash December 31, 2023 December 31, 2022 Cash $ 26,353 $ 37,144 Restricted cash 75 75 Total cash and restricted cash shown in the statements of cash flows $ 26,428 $ 37,219 Restricted cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit cards. The restriction will end upon the conclusion of these financing arrangements. Property and Equipment Property and equipment, which consists of lab equipment (including lab equipment under capital lease), computer equipment, and office equipment, is recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 9 – Warrants. At December 31, 2023 and 2022, the carrying amounts of financial assets and liabilities, such as cash, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2023 and 2022. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2023 2022 Balance, January 1, $ - $ 12 Beginning balance $ - $ 12 Change in fair value of warrants potentially settleable in cash (Note 9) - (12 ) Balance at December 31, $ - $ - Ending balance $ - $ - Goodwill In November 2014, goodwill was recorded in connection with the acquisition of RFS Pharma. We evaluate indefinite-lived intangible assets and goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing an impairment test, the Company considers, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. Patent and Licensing Related Legal and Filing Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent-related legal and filing fees and licensing-related legal fees are charged to operations as incurred. Patent and licensing-related legal and filing costs were $ 396,000 506,000 Research and Development Expenses Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s clinical products. All research and development costs are expensed as incurred. Research and development costs are presented net of tax credits. The Company’s Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2023, the Company recorded tax credits receivable of $ 890,000 of which approximately $ 823,000 Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to employees, directors, and for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation. Stock option grants to employees, which are generally time vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share December 31, 2023 2022 Outstanding options to purchase common stock 558 350 Warrants to purchase common stock 11 13 Total 569 363 Recent Accounting Pronouncements The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2023 | |
Foreign Currency [Abstract] | |
Foreign Currency Remeasurement | 3. Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of Cocrystal Australia operations. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). The Company recognized an loss of approximately $ 65,000 18,000 As of December 31, 2023 and 2022, the Company’s cash balances consisted of the following (in thousands): Schedule of Cash Balance 2023 2022 U.S. Dollars $ 26,402 $ 37,177 Australian Dollars – in US $ 26 42 Cash Balance $ 26,428 $ 37,219 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment as of December 31, consists of the following (table in thousands): Schedule of Property and Equipment 2023 2022 Lab equipment (excluding equipment under finance leases) $ 1,757 $ 1,631 Finance lease right-of-use lab equipment obtained in exchange for finance lease liabilities, net 162 194 Computer and office equipment 155 131 Total property and equipment 2,074 1,956 Less accumulated depreciation (1,803 ) (1,614 ) Property and equipment, net $ 271 $ 342 Depreciation expense was $ 189,000 185,000 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill The Company completed its annual impairment test in November 2021, and at that time determined the fair value of its reporting unit, as determined utilizing both the Company’s Nasdaq market capitalization and an income approach analysis; exceeded the carrying value of the reporting unit as of December 31, 2021; therefore, management did not consider the $ 19,092,000 The Company uses judgement in assessing whether assets may have become impaired between annual impairment tests. The occurrence of a change in circumstances, such as a continued decline in the market capitalization of the Company, would determine the need for impairment testing between annual impairment tests. During the six months ended June 30, 2022, the Company saw a significant decrease in its price of common stock resulting in an overall reduction in market capitalization and our recorded net book value exceeded our market capitalization as of June 30, 2022. Pre-impairment, the carrying value of the reporting unit exceeded the market capitalization of the Company at June 30, 2022 and management concluded that goodwill was impaired in its entirety and recorded a $ 19,092,000 As of December 31, 2023, the Company had no |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following as of December 31, (table in thousands): Schedule of Accounts Payable and Accrued Expenses 2023 2022 Accounts payable $ 1,222 $ 614 Accrued compensation 109 130 Accrued other expenses 1,691 232 Total accounts payable and accrued expenses $ 3,022 $ 976 Accounts payable and accrued other expenses contain unpaid general and administrative expenses and costs related to research and development that have been billed and estimated unbilled, respectively, as of year-end. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Common Stock | 7. Common Stock As of December 31, 2023, the Company has authorized 150,000,000 0.001 10,174,000 8,143,000 The holders of common stock are entitled to one vote for each share of common stock held. On April 4, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) whereby the Purchasers agreed to purchase a total of 2,030,458 1.97 4,000,000 2,000,000 The Company was a party to the At-The-Market Offering Agreement, dated July 1, 2020 (“ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may issue and sell over time and from time to time, to or through Wainwright, up to $ 10,000,000 During January 2021, the Company sold 85,834 2.1 |
Stock Based Awards
Stock Based Awards | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Awards | 8. Stock Based Awards Equity Incentive Plans The Company adopted an equity incentive plan in 2007 (the “2007 Plan”). The 2007 Plan has expired, and the Company no longer issues any awards under the 2007 Plan. As of December 31, 2022, there are 424 The Company adopted a second equity incentive plan in 2015 (the “2015 Plan”) under which 833,333 ten years The options generally vest 25% after one year, with the remaining balance vesting monthly over the following three years. 276 The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the years ended December 31, 2023 and 2022 (table in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2021 629 205 $ 23.76 $ - Granted (158 ) 158 5.04 - Expired 12 (12 ) 33.24 - Cancelled 1 (1 ) 15.36 9 Balance at December 31, 2022 484 350 $ 15.36 $ 9 Granted (209 ) 209 2.67 - Expired - (1 ) 22.89 - Balance at December 31, 2023 275 558 10.57 - During the year ended December 31, 2023 the Company granted stock options to officers, directors, employees and consultants to purchase a total of 209,216 2.67 ten years 470,000 Schedule of Weighted Average Assumptions Used for Grants Assumptions: Weighted average per share grant date fair value $ 2.67 Risk-free interest rate 3.96 % Expected dividend yield 0.00 % Expected volatility 112.02 % Expected terms (in years) 5.77 During the year ended December 31, 2022 the Company granted stock options to officers, directors, employees and consultants to purchase a total of 158,012 5.04 ten years 633,000 Assumptions: Weighted average per share grant date fair value $ 12.01 Risk-free interest rate 2.89 % Expected dividend yield 0.00 % Expected volatility 111.96 % Expected terms (in years) 5.83 For the years ended December 31, 2023 and 2022, equity-based compensation expense for options vesting during the period was $ 801,000 855,000 As of December 31, 2023, there was $ 717,000 1 558,000 0.0 10.38 8.2 279,000 0.0 17.17 7.2 The aggregate intrinsic value of outstanding and exercisable options at December 31, 2023 was calculated based on the closing price of the Company’s common stock as reported on the Nasdaq Capital Market on December 31, 2023 of approximately $ 1.72 Common Stock Reserved for Future Issuance The following table presents information concerning common stock available for future issuance as of December 31, (in thousands): Schedule of Common Stock Reserved for Future Issuance 2023 2022 Stock options issued and outstanding 558 350 Shares authorized for future option grants 275 484 Warrants outstanding 11 20 Total 844 854 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 9. Warrants The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2023 and 2022 (table in thousands): Schedule of Warrants Activity Warrants Accounted for as: Warrants May 2018 October 2013 January 2014 Total Outstanding, December 31, 2021 7 2 11 20 Exercised - - - - Granted - - - - Expired (7 ) - - (7 ) Outstanding, December 31, 2022 - 2 11 13 Exercised - - - - Granted - - - - Expired - (2 ) - (2 ) Outstanding, December 31, 2023 - - 11 11 Expiration date Oct 27, 2022 Oct 24, 2023 Jan 16, 2024 Warrants outstanding as of December 31, 2023 and 2022 included warrants with the potential to be settled in cash, which are liability-classified warrants. During the year ended December 31, 2022, the 6,732 13,268 2,000 11,000 As of December 31, 2023, outstanding warrants had no Warrants Classified as Liabilities Liability-classified warrants consist of warrants issued by the Company in connection with its merger with Biozone in January 2014. Warrants accounted for as liabilities have the potential to be settled in cash or are not indexed to the Company’s own stock. The estimated fair value of outstanding warrants accounted for as liabilities is determined at each balance sheet date. Any decrease or increase in the estimated fair value of the warrant liability since the most recent balance sheet date is recorded in the consolidated statement of operations as changes in fair value of derivative liabilities. The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2023: Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ - $ 180.00 Expected dividend yield - 0.00 % Expected term (years) - 0.0 Cumulative volatility - 132.17 % Risk-free rate - 4.37 % Fair value (in thousands) $ - $ - The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2022: October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 0.8 1.0 Cumulative volatility 143.06 % 145.00 % Risk-free rate 4.42 % 4.40 % Fair value (in thousands) $ - $ - The Company estimates volatility using its own historical stock price volatility based upon the range of periods consistent with the expected life of the warrants. The expected life assumption is based on the remaining contractual terms of the warrants. The risk-free rate is based on the zero-coupon rates in effect at the balance sheet date. The dividend yield used in the pricing model is zero, because the Company has no present intention to pay cash dividends. |
Licenses and Collaborations
Licenses and Collaborations | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Licenses and Collaborations | 10. Licenses and Collaborations Merck Sharp & Dohme Corp. On January 2, 2019, the Company entered into an Exclusive License and Research Collaboration Agreement (the “Collaboration Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain proprietary influenza A/B antiviral agents. Under the terms of the Collaboration Agreement, Merck agreed to fund research and development for the program, including clinical development, and will be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal received an upfront payment of $ 4 156,000,000 On December 15, 2023, the Company received written notice from Merck of Merck’s election to terminate the Exclusive License and Collaboration Agreement. The termination of the Agreement is effective on March 14, 2024. According to Merck’s termination notice, Merck determined there were no existing conditions to continue the collaboration. The termination resulted from the inability to develop the compounds to meet a specific aspect of Merck’s program. The pending patent applications on compounds covered by the Agreement and previously filed by Merck on behalf of both companies remain in place. Kansas State University Research Foundation On February 18, 2020, the Company entered into a License Agreement (the “Agreement”) with Kansas State University Research Foundation (the “Foundation”) effective February 12, 2020. Pursuant to the terms of the Agreement, the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under certain patent rights, including a patent and a patent application covering antiviral compounds against coronaviruses and norovirus, and related know-how, to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $ 80,000 20,000 3.1 On April 17, 2020, the Company entered into an Agreement with Foundation effective April 1, 2020. Pursuant to the terms of the Agreement, the Foundation granted the Company an exclusive for human use a royalty bearing license to practice under certain patent rights, including a patent and a patent application covering antiviral compounds against coronaviruses and norovirus, and related know-how, to make and sell therapeutic, diagnostic and prophylactic products. The Company agreed to pay the Foundation a one-time non-refundable license initiation fee in the amount of $ 110,000 20,000 50,000 4,150,000 On February 28, 2024, the Company provided notice to the Foundation of the Company’s election to terminate both License Agreements. The terminations, which were made due to the Company’s determination that further development efforts under the License Agreements would be futile, are effective on March 29, 2024. The Company continues to clinically progress its fully owned compound CDI-988 for coronaviruses and norovirus. Phase 2a Clinical Trial In August, 2022, the Company engaged hVIVO, a subsidiary of London-based Open Orphan plc (AIM: ORPH), a rapidly growing specialist contract research organization (CRO), to conduct a Phase 2a clinical trial (the “Study”) with the Company’s novel, broad-spectrum, orally administered antiviral influenza candidate. The Company paid a reservation fee of $ 1.7 6.8 1.7 5.1 During the year ended December 31, 2023, upon achievement of certain milestones, the reservation fee was reduced by approximately $ 440,000 1.28 2.61 3.05 1.9 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes In accordance with the authoritative guidance for income taxes under ASC 740, a deferred tax asset or liability is determined based on the difference between the financial statement and the tax basis of assets and liabilities as measured by the enacted tax rates, which will be in effect when these differences reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company recognizes the impact of a tax position in the consolidated financial statements only if that position is more likely than not of being sustained upon examination by taxing authorities, based on the technical merits of the position. The Company’s practice is to recognize interest and/or penalties related to income tax matters as income tax expense. The Company is subject to taxation and files income tax returns in the United States, Australia and various state jurisdictions. All tax years from inception to date are subject to examination by the U.S. and state tax authorities due to the carry-forward of unutilized net operating losses and research and development credits. Currently, no years are under examination. Significant components of the Company’s deferred income taxes at December 31, 2023 and 2022 are shown below (table in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 22,005 $ 21,368 Compensation 583 474 Research and development tax credits 3,196 2,710 Capitalized and Research Expenditures 5,288 2,595 Other 848 487 Total deferred tax assets 31,920 27,633 Deferred tax liabilities: Property and equipment (29 ) (27 ) Other (410 ) (60 ) Total deferred tax liabilities (439 ) (87 ) Total deferred taxes, net 31,481 27,546 Valuation allowance (31,481 ) (27,546 ) Deferred tax liability, net $ - $ - The Company has established a valuation allowance against net deferred tax assets due to the uncertainty that such assets will be realized. The Company periodically evaluates the recoverability of the deferred tax assets. At such time as it is determined that it is more likely than not that deferred tax assets will be realizable, the valuation allowance will be reduced. On March 27, 2020, the United States enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides sweeping tax changes in response to the COVID-19 pandemic, some of the more significant provisions are the extension of the carryback period of certain losses to five years, and increasing the ability to deduct interest expense from 30 percent to 50 percent of modified taxable income. The CARES Act also provides for a credit against employee wages, the opportunity to defer payment of a portion of federal payroll taxes to December 2022 and December 2023 and enhanced small business loans to assist business impacted by the pandemic. The Company’s tax provision and financial position was not materially impacted by the CARES Act. On December 27, 2020, the United States enacted the Consolidated Appropriations Act which extended and modified many of the tax related provisions of the CARES Act. The Company does not anticipate a material impact of the Consolidated Appropriations Act on its tax provision or financial position. At December 31, 2023, the Company has federal and state net operating losses (“NOL”) carryforwards of approximately $ 103.0 6.8 41.4 6.8 Under the CARES Act, the Internal Revenue Code was amended to allow for federal NOL carrybacks for five years to offset previous income, or can be carried forward indefinitely to offset 100% of the taxable income for the tax year 2020 and 80% of the taxable income for the tax years 2021 and thereafter. The federal NOL carryforwards begin to expire in 2026. At December 31, 2023, the Company had federal research credit carryforwards of approximately $ 3.2 At December 31, 2023, the Company did not have any federal and state capital loss carryforwards. The above NOL carryforward and the research tax credit carryforward are subject to an annual limitation under the Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes, which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/382 analysis. If a change in ownership were to have occurred, NOL and tax credits carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Reconciliation of Federal Statutory Income Tax Rate 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment 0.0 % (10.3 )% Research credits 2.8 % 0.7 % Change in valuation allowance (21.9 )% (10.2 )% Equity (0.4 )% (1.4 )% Other tax, credit and adjustments (1.5 )% 0.2 % Effective income tax rate 0.0 % 0.0 % |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Commitments | 12. Lease Commitments Operating Leases The Company leases office space in Miami, Florida and laboratory space in Bothell, Washington under operating leases that expire on August 31, 2024 January 31, 2031 Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives. The components of rent expense and supplemental cash flow information related to leases for the period are as follows (tables in thousands): Schedule of Components of Rent Expense and Supplemental Cash Flow Information Year Ended Lease Cost Operating lease cost (included in operating expenses in the Company’s consolidated statement of operations) $ 233 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 233 Weighted average remaining lease term – operating leases (in years) 0.8 Average discount rate – operating leases 6.2 % The supplemental balance sheet information related to leases for the period is as follows (tables in thousands): Schedule of Supplemental Balance Sheet Information At December 31, At December 31, Operating leases Long-term right-of-use assets of which $ 42 99 950 592 $ 1,851 $ 274 Short-term operating lease liabilities, of which $ 42 59 240 233 Long-term operating lease liabilities, of which $ 0 42 1,613 57 Total operating lease liabilities $ 1,853 $ 290 Schedule of Maturities of Lease Liabilities Year ending December 31, (in thousands) 2024 264 2025 344 2026 355 2027 365 2028 376 2029 and thereafter 513 Total minimum operating lease payments $ 2,217 Less: present value discount (364 ) Total operating lease liabilities $ 1,853 The minimum lease payments above do not include common area maintenance (CAM) charges, which are contractual obligations under the Company’s Bothell, Washington lease, but are not fixed and can fluctuate from year to year. CAM charges for the Bothell, Washington facility is calculated and billed based on total common expenses for the building incurred by the lessor and apportioned to tenants based on square footage. In 2023 and 2022, approximately $ 98,000 98,000 On September 1, 2018, the Company entered into a lease agreement with a limited liability company controlled by Dr. Phillip Frost, a director, and a principal stockholder of the Company for the lease of its Miami office (see Note 13 – Transactions with Related Parties). On September 1, 2021, the Company extended this lease agreement into an additional three 186,000 9,000 42,000 42,000 On September 21, 2018, the Company amended the lease agreement with a North Creek Tec LLC, to expand its laboratory facility in Bothell – WA, with additional 6,000 5 660,000 7 1,498,000 380,000 Rent expense, excluding capital leases and CAM charges, for 2023 and 2022 totaled $ 233,000 233,000 Finance Leases In April 2020, the Company entered into a lease agreements to acquire equipment with 36 2,420 8.01 The leased lab equipment is included under property and equipment and depreciable over five years 162,000 162,000 194,000 158,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies From time to time, the Company is a party to, or otherwise involved in, legal proceedings arising in the normal course of business. As of the date of this report, except as described below, the Company is not aware of any proceedings, threatened or pending, against it which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. Liberty Insurance Underwriters Inc. (“Liberty”) filed suit against us in federal court in Delaware seeking a declaratory judgment that there was no insurance coverage for any settlement, judgment, or defense costs in the class and derivative litigation, that the monies totaling approximately $ 1 1 1,359,064 1.6 1.6 1 |
Transactions with Related Parti
Transactions with Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Transactions with Related Parties | 14. Transactions with Related Parties In September 2018, the Company leased administrative offices from a limited liability company owned by one of the Company’s directors and principal stockholder, Dr. Phillip Frost. The lease term is three years 62,000 4,000 63,000 61,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On February 28, 2024, the Company provided notice to KSURF of the Company’s election to terminate the License Agreements. The terminations, which were made due to the Company’s determination that further development efforts under the License Agreements would be futile, are effective on March 29, 2024. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting of annual financial information. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Cocrystal Pharma, Inc. and its wholly owned subsidiaries: Cocrystal Pharma Australia Pty, Ltd., Cocrystal Discovery, Inc., Cocrystal Merger Sub, Inc., Baker Cummins Corp. and Biozone Laboratories, Inc. Intercompany transactions and balances have been eliminated. |
Segments | Segments The Company operates in one segment. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision makers have been identified as the Co-Chief Executive Officers, who review operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying consolidated financial statements. |
Use of Estimates | Use of Estimates Preparation of the Company’s consolidated financial statements in conformance with U.S. GAAP requires the Company’s management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes. The significant estimates in the Company’s consolidated financial statements relate to the valuation of equity awards and derivative liabilities, recoverability of deferred tax assets, estimated useful lives of fixed assets, and forecast assumptions used in the impairment testing of goodwill. The Company bases estimates and assumptions on historical experience, when available, and on various factors that it believes to be reasonable under the circumstances. The Company evaluates its estimates and assumptions on an ongoing basis, and its actual results may differ from estimates made under different assumptions or conditions. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash deposited in accounts held at two U.S. financial institutions, which may, at times, exceed federally insured limits of $ 250,000 16,327,000 37,144,000 75,000 |
Risks and Uncertainties | Risks and Uncertainties The Company’s future results of operations involve a number of risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, ability to obtain regulatory approvals, competition from currently available treatments and therapies, competition from larger companies, effective protection of proprietary technology, maintenance of strategic relationships, and dependence on key individuals. Products developed by the Company will require clearances from the U.S. Food and Drug Administration (the “FDA”) and other international regulatory agencies prior to commercial sales in their respective markets. The Company’s products may not receive the necessary clearances and if they are denied clearance, clearance is delayed, or the Company is unable to maintain clearance, the Company’s business could be materially, adversely impacted. |
Cash and Restricted Cash | Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents, and the Company held no The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash December 31, 2023 December 31, 2022 Cash $ 26,353 $ 37,144 Restricted cash 75 75 Total cash and restricted cash shown in the statements of cash flows $ 26,428 $ 37,219 Restricted cash represents amounts pledged as collateral for financing arrangements that are currently limited to the issuance of business credit cards. The restriction will end upon the conclusion of these financing arrangements. |
Property and Equipment | Property and Equipment Property and equipment, which consists of lab equipment (including lab equipment under capital lease), computer equipment, and office equipment, is recorded at cost and depreciated over the estimated useful lives of the underlying assets (three to five years) using the straight-line method. |
Fair Value Measurements | Fair Value Measurements FASB Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 — significant unobservable inputs that reflect management’s best estimate of what market participants would use to price the assets or liabilities at the measurement date. The Company categorizes its cash and restricted cash as Level 1 fair value measurements. The Company categorizes its warrants potentially settleable in cash as Level 3 fair value measurements. The warrants potentially settleable in cash are measured at fair value on a recurring basis and are being marked to fair value at each reporting date until they are completely settled or meet the requirements to be accounted for as component of stockholders’ equity. The warrants are valued using the Black-Scholes option pricing model as discussed in Note 9 – Warrants. At December 31, 2023 and 2022, the carrying amounts of financial assets and liabilities, such as cash, other assets, and accounts payable and accrued expenses approximate their fair values due to their short-term nature. The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2023 and 2022. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2023 2022 Balance, January 1, $ - $ 12 Beginning balance $ - $ 12 Change in fair value of warrants potentially settleable in cash (Note 9) - (12 ) Balance at December 31, $ - $ - Ending balance $ - $ - |
Goodwill | Goodwill In November 2014, goodwill was recorded in connection with the acquisition of RFS Pharma. We evaluate indefinite-lived intangible assets and goodwill for impairment annually, as of November 30, or more frequently when events or circumstances indicate that impairment may have occurred. As part of the impairment evaluation, we may elect to perform an assessment of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of the indefinite-lived intangible asset or the reporting unit (for goodwill) is less than its carrying value, we then would proceed with the quantitative impairment test to compare the fair value to the carrying value and record an impairment charge if the carrying value exceeds the fair value. Fair value is typically estimated using an income approach based on the present value of future discounted cash flows. The significant estimates in the discounted cash flow model primarily include the discount rate, and rates of future revenue and expense growth and/or profitability of the acquired assets. In performing an impairment test, the Company considers, among other factors, the Company’s intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Cocrystal’s product candidates. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of its long-lived assets, including property and equipment, to determine whether indicators of impairment may exist which warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objective. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. |
Patent and Licensing Related Legal and Filing Costs | Patent and Licensing Related Legal and Filing Costs Due to the significant uncertainty associated with the successful development of one or more commercially viable products based on the Company’s research efforts and related patent applications, all patent-related legal and filing fees and licensing-related legal fees are charged to operations as incurred. Patent and licensing-related legal and filing costs were $ 396,000 506,000 |
Research and Development Expenses | Research and Development Expenses Research and development costs consist primarily of fees paid to consultants and outside service providers, and other expenses relating to the acquisition, design, development and testing of the Company’s clinical products. All research and development costs are expensed as incurred. Research and development costs are presented net of tax credits. The Company’s Australian subsidiary is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended December 31, 2023, the Company recorded tax credits receivable of $ 890,000 of which approximately $ 823,000 |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Realization of deferred tax assets is dependent upon future taxable income. A valuation allowance is recognized if it is more likely than not that some portion or all of a deferred tax asset will not be realized based on the weight of available evidence, including expected future earnings. The Company recognizes an uncertain tax position in its financial statements when it concludes that a tax position is more likely than not to be sustained upon examination based solely on its technical merits. Only after a tax position passes the first step of recognition will measurement be required. Under the measurement step, the tax benefit is measured as the largest amount of benefit that is more likely than not to be realized upon effective settlement. This is determined on a cumulative probability basis. The full impact of any change in recognition or measurement is reflected in the period in which such change occurs. The Company elects to accrue any interest or penalties related to income taxes as part of its income tax expense. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically issues stock-based compensation to officers, directors, and consultants for services rendered. Such issuances vest and expire according to terms established at the issuance date. Stock-based payments to employees, directors, and for acquiring goods and services from nonemployees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation. Stock option grants to employees, which are generally time vested, are measured at the grant date fair value and depending on the conditions associated with the vesting of the award, compensation cost is recognized on a straight-line or graded basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. |
Common Stock Purchase Warrants and Other Derivative Financial Instruments | Common Stock Purchase Warrants and Other Derivative Financial Instruments We classify as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net-cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC 815-40, Contracts in Entity’s Own Equity |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company accounts for and discloses net income (loss) per common share in accordance with FASB ASC Topic 260, Earnings Per Share The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share December 31, 2023 2022 Outstanding options to purchase common stock 558 350 Warrants to purchase common stock 11 13 Total 569 363 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management has evaluated all the recently issued, but not yet effective, accounting standards and guidance that have been issued or proposed by the FASB or other standards-setting bodies through the filing date of these financial statements and does not believe the future adoption of any such pronouncements will have a material effect on the Company’s financial position and results of operations. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows (in thousands): Schedule of Reconciliation of Cash and Restricted Cash December 31, 2023 December 31, 2022 Cash $ 26,353 $ 37,144 Restricted cash 75 75 Total cash and restricted cash shown in the statements of cash flows $ 26,428 $ 37,219 |
Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities | The Company has not transferred any financial instruments into or out of Level 3 classification during the years ended December 31, 2023 and 2022. A reconciliation of the beginning and ending Level 3 liabilities for is as follows (in thousands): Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities Fair Value Measurements Using Significant Unobservable Inputs (Level 3) 2023 2022 Balance, January 1, $ - $ 12 Beginning balance $ - $ 12 Change in fair value of warrants potentially settleable in cash (Note 9) - (12 ) Balance at December 31, $ - $ - Ending balance $ - $ - |
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share | The following table sets forth the number of potential common shares excluded from the calculations of net loss per diluted share because their inclusion would be anti-dilutive (in thousands): Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share December 31, 2023 2022 Outstanding options to purchase common stock 558 350 Warrants to purchase common stock 11 13 Total 569 363 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Foreign Currency [Abstract] | |
Schedule of Cash Balance | As of December 31, 2023 and 2022, the Company’s cash balances consisted of the following (in thousands): Schedule of Cash Balance 2023 2022 U.S. Dollars $ 26,402 $ 37,177 Australian Dollars – in US $ 26 42 Cash Balance $ 26,428 $ 37,219 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment as of December 31, consists of the following (table in thousands): Schedule of Property and Equipment 2023 2022 Lab equipment (excluding equipment under finance leases) $ 1,757 $ 1,631 Finance lease right-of-use lab equipment obtained in exchange for finance lease liabilities, net 162 194 Computer and office equipment 155 131 Total property and equipment 2,074 1,956 Less accumulated depreciation (1,803 ) (1,614 ) Property and equipment, net $ 271 $ 342 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following as of December 31, (table in thousands): Schedule of Accounts Payable and Accrued Expenses 2023 2022 Accounts payable $ 1,222 $ 614 Accrued compensation 109 130 Accrued other expenses 1,691 232 Total accounts payable and accrued expenses $ 3,022 $ 976 |
Stock Based Awards (Tables)
Stock Based Awards (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option transactions for the 2007 Plan and 2015 Plan, collectively, for the years ended December 31, 2023 and 2022 (table in thousands, except per share amounts): Schedule of Share-based Compensation, Stock Options, Activity Number of Total Weighted Aggregate Balance at December 31, 2021 629 205 $ 23.76 $ - Granted (158 ) 158 5.04 - Expired 12 (12 ) 33.24 - Cancelled 1 (1 ) 15.36 9 Balance at December 31, 2022 484 350 $ 15.36 $ 9 Granted (209 ) 209 2.67 - Expired - (1 ) 22.89 - Balance at December 31, 2023 275 558 10.57 - |
Schedule of Weighted Average Assumptions Used for Grants | Schedule of Weighted Average Assumptions Used for Grants Assumptions: Weighted average per share grant date fair value $ 2.67 Risk-free interest rate 3.96 % Expected dividend yield 0.00 % Expected volatility 112.02 % Expected terms (in years) 5.77 Assumptions: Weighted average per share grant date fair value $ 12.01 Risk-free interest rate 2.89 % Expected dividend yield 0.00 % Expected volatility 111.96 % Expected terms (in years) 5.83 |
Schedule of Common Stock Reserved for Future Issuance | The following table presents information concerning common stock available for future issuance as of December 31, (in thousands): Schedule of Common Stock Reserved for Future Issuance 2023 2022 Stock options issued and outstanding 558 350 Shares authorized for future option grants 275 484 Warrants outstanding 11 20 Total 844 854 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Warrants Activity | The following is a summary of activity in the number of warrants outstanding to purchase the Company’s common stock for the years ended December 31, 2023 and 2022 (table in thousands): Schedule of Warrants Activity Warrants Accounted for as: Warrants May 2018 October 2013 January 2014 Total Outstanding, December 31, 2021 7 2 11 20 Exercised - - - - Granted - - - - Expired (7 ) - - (7 ) Outstanding, December 31, 2022 - 2 11 13 Exercised - - - - Granted - - - - Expired - (2 ) - (2 ) Outstanding, December 31, 2023 - - 11 11 Expiration date Oct 27, 2022 Oct 24, 2023 Jan 16, 2024 |
Schedule of Fair Value of Warrants Classified as Liabilities | Schedule of Fair Value of Warrants Classified as Liabilities October 2013 January 2014 Strike price $ - $ 180.00 Expected dividend yield - 0.00 % Expected term (years) - 0.0 Cumulative volatility - 132.17 % Risk-free rate - 4.37 % Fair value (in thousands) $ - $ - The fair value of the warrants classified as liabilities is estimated using the Black-Scholes option-pricing model with the following inputs as of December 31, 2022: October 2013 January 2014 Strike price $ 180.00 $ 180.00 Expected dividend yield 0.00 % 0.00 % Expected term (years) 0.8 1.0 Cumulative volatility 143.06 % 145.00 % Risk-free rate 4.42 % 4.40 % Fair value (in thousands) $ - $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred income taxes at December 31, 2023 and 2022 are shown below (table in thousands): Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 22,005 $ 21,368 Compensation 583 474 Research and development tax credits 3,196 2,710 Capitalized and Research Expenditures 5,288 2,595 Other 848 487 Total deferred tax assets 31,920 27,633 Deferred tax liabilities: Property and equipment (29 ) (27 ) Other (410 ) (60 ) Total deferred tax liabilities (439 ) (87 ) Total deferred taxes, net 31,481 27,546 Valuation allowance (31,481 ) (27,546 ) Deferred tax liability, net $ - $ - |
Schedule of Reconciliation of Federal Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows: Schedule of Reconciliation of Federal Statutory Income Tax Rate 2023 2022 Statutory federal income tax rate 21.0 % 21.0 % Goodwill impairment 0.0 % (10.3 )% Research credits 2.8 % 0.7 % Change in valuation allowance (21.9 )% (10.2 )% Equity (0.4 )% (1.4 )% Other tax, credit and adjustments (1.5 )% 0.2 % Effective income tax rate 0.0 % 0.0 % |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Rent Expense and Supplemental Cash Flow Information | The components of rent expense and supplemental cash flow information related to leases for the period are as follows (tables in thousands): Schedule of Components of Rent Expense and Supplemental Cash Flow Information Year Ended Lease Cost Operating lease cost (included in operating expenses in the Company’s consolidated statement of operations) $ 233 Other Information Cash paid for amounts included in the measurement of lease liabilities $ 233 Weighted average remaining lease term – operating leases (in years) 0.8 Average discount rate – operating leases 6.2 % |
Schedule of Supplemental Balance Sheet Information | The supplemental balance sheet information related to leases for the period is as follows (tables in thousands): Schedule of Supplemental Balance Sheet Information At December 31, At December 31, Operating leases Long-term right-of-use assets of which $ 42 99 950 592 $ 1,851 $ 274 Short-term operating lease liabilities, of which $ 42 59 240 233 Long-term operating lease liabilities, of which $ 0 42 1,613 57 Total operating lease liabilities $ 1,853 $ 290 |
Schedule of Maturities of Lease Liabilities | Schedule of Maturities of Lease Liabilities Year ending December 31, (in thousands) 2024 264 2025 344 2026 355 2027 365 2028 376 2029 and thereafter 513 Total minimum operating lease payments $ 2,217 Less: present value discount (364 ) Total operating lease liabilities $ 1,853 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ 17,984 | $ 38,837 |
Cash in operating activities | 14,666 | 21,435 |
Cash and cash equivalents | $ 26,353 | $ 37,144 |
Schedule of Reconciliation of C
Schedule of Reconciliation of Cash and Restricted Cash (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash | $ 26,353,000 | $ 37,144,000 | |
Restricted cash | 75,000 | 75,000 | |
Total cash and restricted cash shown in the statements of cash flows | $ 26,428,000 | $ 37,219,000 | $ 58,755,000 |
Schedule of Reconciliation of B
Schedule of Reconciliation of Beginning and Ending Level 3 Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Beginning balance | $ 12 | |
Change in fair value of warrants potentially settleable in cash (Note 9) | (12) | |
Ending balance |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Calculations of Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 569 | 363 |
Outstanding Options To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 558 | 350 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 11 | 13 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash | $ 16,327,000 | $ 37,144,000 |
Restricted cash | 75,000 | 75,000 |
Cash equivalents | 0 | 0 |
General and administrative expenses | 5,990,000 | 5,745,000 |
Tax credits reduction of research and development expense | 890,000 | |
Tax credits receivable | 823,000 | |
Patent and Licensing Related Legal and Filing Costs [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
General and administrative expenses | 396,000 | $ 506,000 |
United States Financial Institutions Two [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Cash FDIC insured amount | $ 250,000 |
Schedule of Cash Balance (Detai
Schedule of Cash Balance (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash Balance | $ 26,428 | $ 37,219 | $ 58,755 |
United States of America, Dollars | |||
Cash Balance | 26,402 | 37,177 | |
Australia, Dollars | |||
Cash Balance | $ 26 | $ 42 |
Foreign Currency Remeasuremen_2
Foreign Currency Remeasurement (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign Currency [Abstract] | ||
Foreign exchange loss | $ 65 | $ 18 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,074 | $ 1,956 |
Less accumulated depreciation | (1,803) | (1,614) |
Property and equipment, net | 271 | 342 |
Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,757 | 1,631 |
Finance Lease Rightof Use Lab Equipment Net [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 162 | 194 |
Computer And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 155 | $ 131 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 189 | $ 185 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 19,092,000 | ||
Non-cash impairment | $ 19,092,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,222 | $ 614 |
Accrued compensation | 109 | 130 |
Accrued other expenses | 1,691 | 232 |
Total accounts payable and accrued expenses | $ 3,022 | $ 976 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 04, 2023 | Jul. 02, 2020 | Jan. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Common stock, shares, issued | 10,174,000 | 8,143,000 | |||
Common stock, shares, outstanding | 10,174,000 | 8,143,000 | |||
Proceeds from common stock | $ 4,000,000 | ||||
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Total purchase price value, investments | $ 2,000,000 | ||||
Securities Purchase Agreement [Member] | Two Accredited Investors [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Total purchase price value, investments | $ 2,000,000 | ||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Two Accredited Investors [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of shares purchase | 2,030,458 | ||||
Share price | $ 1.97 | ||||
Total purchase price value, investments | $ 4,000,000 | ||||
At-The-Market Offering Agreement [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from common stock | $ 2,100,000 | ||||
Sale of common stock | 85,834 | ||||
At-The-Market Offering Agreement [Member] | Maximum [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Proceeds from common stock | $ 10,000,000 |
Schedule of Share-based Compens
Schedule of Share-based Compensation, Stock Options, Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Option Indexed to Issuer's Equity [Line Items] | ||
Number of Shares Available for Grant, Beginning | 484 | |
Total Options Outstanding, Beginning | 350 | |
Number of Shares Available for Grant, Ending | 275 | 484 |
Total Options Outstanding, Ending | 558 | 350 |
Share-Based Payment Arrangement, Option [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Number of Shares Available for Grant, Beginning | 484 | 629 |
Total Options Outstanding, Beginning | 350 | 205 |
Weighted Average Exercise Price, Beginning | $ 15.36 | $ 23.76 |
Aggregate Intrinsic Value, Beginning | $ 9 | |
Number of Shares Available for Grant, Granted | (209) | (158) |
Total Options Outstanding, Granted | 209 | 158 |
Weighted Average Exercise Price, Granted | $ 2.67 | $ 5.04 |
Aggregate Intrinsic Value, Granted | ||
Number of Shares Available for Grant, Expired | 12 | |
Total Options Outstanding, Expired | (1) | (12) |
Weighted Average Exercise Price, Expired | $ 22.89 | $ 33.24 |
Aggregate Intrinsic Value, Expired | ||
Number of Shares Available for Grant, Cancelled | 1 | |
Total Options Outstanding, Cancelled | (1) | |
Weighted Average Exercise Price, Cancelled | $ 15.36 | |
Aggregate Intrinsic Value, Cancelled | $ 9 | |
Number of Shares Available for Grant, Ending | 275 | 484 |
Total Options Outstanding, Ending | 558 | 350 |
Weighted Average Exercise Price, Ending | $ 10.57 | $ 15.36 |
Aggregate Intrinsic Value, Ending | $ 9 |
Schedule of Weighted Average As
Schedule of Weighted Average Assumptions Used for Grants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Weighted average per share grant date fair value | $ 2.67 | $ 12.01 |
Risk-free interest rate | 3.96% | 2.89% |
Expected dividend yield | 0% | 0% |
Expected volatility | 112.02% | 111.96% |
Expected terms (in years) | 5 years 9 months 7 days | 5 years 9 months 29 days |
Schedule of Common Stock Reserv
Schedule of Common Stock Reserved for Future Issuance (Details) - shares shares in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Share-Based Payment Arrangement [Abstract] | ||
Stock options issued and outstanding | 558 | 350 |
Shares authorized for future option grants | 275 | 484 |
Warrants outstanding | 11 | 20 |
Total | 844 | 854 |
Stock Based Awards (Details Nar
Stock Based Awards (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares reserved for issuance | 844,000 | 854,000 |
Shares available for grant | 275,000 | 484,000 |
Weighted-average exercise price of options vested and exercisable | $ 17.17 | |
Weighted-average remaining contractual term | 8 years 2 months 12 days | |
Share-based compensation exepenses | $ 801,000 | $ 855,000 |
Unrecognized compensation expense | $ 717,000 | |
Stock-based compensation weighted average period | 1 year | |
Number of options outstanding vested or expected to vest | 558,000 | |
Options vested or expected to vest, aggregate intrinsic value | $ 0 | |
Weighted average exercise price | $ 10.38 | |
Number of vested and exercisable options, outstanding shares | 279,000 | |
Aggregate intrinsic value | $ 0 | |
Weighted-average remaining contractual term of options vested and exercisable | 7 years 2 months 12 days | |
Shares issued price per share | $ 1.72 | |
Officers Directors Employees and Consultants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options granted | 209,216 | 158,012 |
Weighted-average exercise price of options vested and exercisable | $ 2.67 | $ 5.04 |
Weighted-average remaining contractual term | 10 years | 10 years |
Fair value of stock options | $ 470,000 | $ 633,000 |
2007 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock options granted | 424 | |
2015 Equity Incentive Plan [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Shares reserved for issuance | 833,333 | |
Shares vesting period | 10 years | |
Vesting description | The options generally vest 25% after one year, with the remaining balance vesting monthly over the following three years. | |
Shares available for grant | 276,000,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning | 13 | 20 |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | (2) | (7) |
Number of warrants outstanding, ending | 11 | 13 |
May 2018 Warrants [Member] | Equity [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning | 7 | |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | (7) | |
Number of warrants outstanding, ending | ||
Warrant expiration date | Oct. 27, 2022 | |
October 2013 Warrants [Member] | Warrant Liabilities [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning | 2 | 2 |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | (2) | |
Number of warrants outstanding, ending | 2 | |
Warrant expiration date | Oct. 24, 2023 | |
January 2014 Warrants [Member] | Warrant Liabilities [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of warrants outstanding, beginning | 11 | 11 |
Number of warrants exercised | ||
Number of warrants granted | ||
Number of warrants expired | ||
Number of warrants outstanding, ending | 11 | 11 |
Warrant expiration date | Jan. 16, 2024 |
Schedule of Fair Value of Warra
Schedule of Fair Value of Warrants Classified as Liabilities (Details) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) $ / shares |
October 2013 Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Strike price | $ / shares | $ 180 | |
Aggregate value | $ | ||
October 2013 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0 | |
October 2013 Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant Expected term (years) | 9 months 18 days | |
October 2013 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 143.06 | |
October 2013 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 4.42 | |
January 2014 Warrants [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Strike price | $ / shares | $ 180 | $ 180 |
Aggregate value | $ | ||
January 2014 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 0 | 0 |
January 2014 Warrants [Member] | Measurement Input, Expected Term [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrant Expected term (years) | 0 years | 1 year |
January 2014 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 132.17 | 145 |
January 2014 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Fair value assumptions, percentage | 4.37 | 4.40 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Trading Activity, Gains and Losses, Net [Line Items] | |||
Warrants outstanding | 11,000 | 20,000 | |
Share-Based Payment Arrangement, Option [Member] | |||
Trading Activity, Gains and Losses, Net [Line Items] | |||
Outstanding warrants intrinsic value | $ 9 | ||
Warrant Equity [Member] | |||
Trading Activity, Gains and Losses, Net [Line Items] | |||
Warrants outstanding | 2,000 | 6,732 | |
Warrant Liabilities [Member] | |||
Trading Activity, Gains and Losses, Net [Line Items] | |||
Warrants outstanding | 11,000 | 13,268 |
Licenses and Collaborations (De
Licenses and Collaborations (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 17, 2020 | Feb. 18, 2020 | Jan. 02, 2019 | Aug. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Reservation fee | $ 1,700,000 | $ 1,700,000 | $ 440,000 | |||
Aggregate expenses | $ 6,800,000 | 3,050,000 | ||||
Additional milestone payment | $ 5,100,000 | 2,610,000 | ||||
Prepaid expenses | 1,280,000 | |||||
Accounts payable and accrued expenses | $ 1,900,000 | |||||
Collaboration Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Proceeds from collaborators | $ 4,000,000 | |||||
Collaboration Agreement [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Royalty received on sales | $ 156,000,000 | |||||
License Agreement [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Non refundable license initiation fee | $ 110,000 | $ 80,000 | ||||
Annual license maintenance fee | 20,000 | 20,000 | ||||
Annual license maintenance fee for after 7 years | 50,000 | |||||
License Agreement [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Future milestone payments | $ 4,150,000 | $ 3,100,000 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 22,005 | $ 21,368 |
Compensation | 583 | 474 |
Research and development tax credits | 3,196 | 2,710 |
Capitalized and Research Expenditures | 5,288 | 2,595 |
Other | 848 | 487 |
Total deferred tax assets | 31,920 | 27,633 |
Property and equipment | (29) | (27) |
Other | (410) | (60) |
Total deferred tax liabilities | (439) | (87) |
Total deferred taxes, net | 31,481 | 27,546 |
Valuation allowance | (31,481) | (27,546) |
Deferred tax liability, net |
Schedule of Reconciliation of F
Schedule of Reconciliation of Federal Statutory Income Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
Goodwill impairment | 0% | (10.30%) |
Research credits | 2.80% | 0.70% |
Change in valuation allowance | (21.90%) | (10.20%) |
Equity | (0.40%) | (1.40%) |
Other tax, credit and adjustments | (1.50%) | 0.20% |
Effective income tax rate | 0% | 0% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Income tax description | Under the CARES Act, the Internal Revenue Code was amended to allow for federal NOL carrybacks for five years to offset previous income, or can be carried forward indefinitely to offset 100% of the taxable income for the tax year 2020 and 80% of the taxable income for the tax years 2021 and thereafter. |
Operating loss carryforward limitation on use | The federal NOL carryforwards begin to expire in 2026. |
Research Tax Credit Carryforward [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax credit carry forward | $ 3.2 |
Domestic Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 103 |
Operating loss carryforwards not subject to expiration | 41.4 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 6.8 |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards not subject to expiration | $ 6.8 |
Schedule of Components of Rent
Schedule of Components of Rent Expense and Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Operating lease cost (included in operating expenses in the Company 's consolidated statement of operations | $ 233 |
Cash paid for amounts included in the measurement of lease liabilities | $ 233 |
Weighted average remaining lease term - operating leases (in years) | 9 months 18 days |
Average discount rate - operating leases | 6.20% |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Long-term right-of-use assets of which $42 and $99 relates to related party, net of accumulated amortization of $950 and $592 | $ 1,851 | $ 274 |
Short-term operating lease liabilities, of which $42 and $59 relates to related party | 240 | 233 |
Long-term operating lease liabilities, of which $0 and $42 relates to related party | 1,613 | 57 |
Total operating lease liabilities | $ 1,853 | $ 290 |
Schedule of Supplemental Bala_2
Schedule of Supplemental Balance Sheet Information (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right of use assets related party | $ 42 | $ 99 |
Operating lease right-of-use assets amortization expenses | 950 | 592 |
Operating lease liabilities, related party, current | 42 | 59 |
Operating lease liabilities, related party, noncurrent | $ 0 | $ 42 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 264 | |
2025 | 344 | |
2026 | 355 | |
2027 | 365 | |
2028 | 376 | |
2029 and thereafter | 513 | |
Total minimum operating lease payments | 2,217 | |
Less: present value discount | (364) | |
Total operating lease liabilities | $ 1,853 | $ 290 |
Lease Commitments (Details Narr
Lease Commitments (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||
Sep. 01, 2021 USD ($) | Sep. 30, 2018 USD ($) | Sep. 21, 2018 USD ($) ft² | Aug. 31, 2020 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Operating expenses | $ 18,559,000 | $ 38,829,000 | ||||
Operating lease, right-of-use asset | 1,851,000 | 274,000 | ||||
Operating lease liability | 1,853,000 | 290,000 | ||||
Finance lease right-of-use asset | 162,000 | 194,000 | ||||
Finance lease right-of-use assets, accumulated amortization | 162,000 | 158,000 | ||||
Lease Agreement [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Fianance leases interest rate | 8.01% | |||||
Lease Agreement [Member] | November 21, 2021 [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Payments for rent | $ 2,420 | |||||
Finance lease term | 36 months | |||||
Dr Phillip Frost [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease term | 3 years | 3 years | ||||
Payments for rent | $ 186,000 | $ 62,000 | 233,000 | 233,000 | ||
Operating lease payments | $ 9,000 | 63,000 | 61,000 | |||
Operating lease, right-of-use asset | 42,000 | |||||
Operating lease liability | 42,000 | |||||
North Creek Tec LLC [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating lease term | 7 years | |||||
Payments for rent | $ 1,498,000 | |||||
Operating lease payments | $ 380,000 | |||||
Land subject to leases | ft² | 6,000 | |||||
Operating lease expires | 5 years | |||||
Payment lease cost | $ 660,000 | |||||
Common Area Maintenance [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Operating expenses | $ 98,000 | $ 98,000 | ||||
Lab Equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, useful lives | 5 years | |||||
Office Space [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Lease expiration date | Aug. 31, 2024 | |||||
Laboratory Space [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Lease expiration date | Jan. 31, 2031 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 16, 2023 | Aug. 08, 2023 | Mar. 29, 2023 | Jun. 07, 2022 | Dec. 31, 2023 | |
Loss contingency damages awarded value | $ 1,359,064 | ||||
Return of security deposit amount | 1.6 | ||||
Amount refunded by the court | $ 1,600,000 | ||||
Liberty Insurance Underwriters Inc [Member] | |||||
Litigation settlement value | $ 1,000,000 | ||||
Liberty Insurance Underwriters Inc [Member] | |||||
Loss contingency loss in period | $ 1,000,000 |
Transactions with Related Par_2
Transactions with Related Parties (Details Narrative) - Dr Phillip Frost [Member] - USD ($) | 12 Months Ended | |||
Sep. 01, 2021 | Sep. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Operating lease term | 3 years | 3 years | ||
Payments for rent | $ 186,000 | $ 62,000 | $ 233,000 | $ 233,000 |
Lease deposit paid | $ 4,000 | |||
Rent and other expenses | $ 9,000 | $ 63,000 | $ 61,000 |