Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 12, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-55136 | |
Entity Registrant Name | Skye Bioscience, Inc. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 45-0692882 | |
Entity Address, Address Line One | 11250 El Camino Real, | |
Entity Address, Address Line Two | Suite 100 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | 858 | |
Local Phone Number | 410-0266 | |
Title of 12(g) Security | Common Stock, par value $0.001 | |
Trading Symbol | SKYE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,338,910 | |
Entity Central Index Key | 0001516551 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and Cash Equivalents, at Carrying Value | $ 5,126,245 | $ 1,244,527 |
Restricted cash | 9,084,799 | 4,580 |
Prepaid expenses | 207,226 | 780,807 |
Assets held for sale | 0 | 6,432,216 |
Other current assets | 867,919 | 481,588 |
Total current assets | 15,286,189 | 8,943,718 |
Property, plant and equipment, net | 55,280 | 87,854 |
Operating lease right-of-use asset | 254,552 | 71,191 |
Other assets | 8,309 | 8,309 |
Total assets | 15,604,330 | 9,111,072 |
Current liabilities | ||
Accounts payable | 1,631,451 | 1,669,997 |
Accounts payable - related parties | 11,300 | 124,901 |
Accrued interest - related party | 60,274 | 15,814 |
Accrued payroll liabilities | 645,830 | 657,734 |
Insurance premium loan payable | 22,654 | 55,451 |
Other current liabilities | 921,549 | 1,366,994 |
Other current liabilities - related parties | 0 | 95,850 |
Estimate for legal contingency | 6,212,319 | 6,205,310 |
Convertible note - related party, net of discount | 4,144,508 | 1,848,375 |
Operating lease liability, current portion | 68,677 | 78,700 |
Total current liabilities | 13,718,562 | 12,119,126 |
Non-current liabilities | ||
Operating lease liability, net of current portion | 190,510 | 0 |
Total liabilities | 13,909,072 | 12,119,126 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity (deficit) | ||
Preferred stock, $0.001 par value; 200,000 shares authorized at September 30, 2023 and December 31, 2022; no shares issued and outstanding at September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.001 par value; 20,000,000 shares authorized at September 30, 2023 and December 31, 2022; 12,338,910 and 3,654,116 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 12,338 | 3,654 |
Additional paid-in-capital | 101,645,539 | 63,726,057 |
Accumulated deficit | (99,962,619) | (66,737,765) |
Total stockholders’ equity (deficit) | 1,695,258 | (3,008,054) |
Total liabilities and stockholders’ equity (deficit) | $ 15,604,330 | $ 9,111,072 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 200,000 | 200,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common stock, shares issued (in shares) | 12,338,910 | 3,654,116 |
Common stock, shares outstanding (in shares) | 12,338,910 | 3,654,116 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses | ||||
Research and development | $ 1,254,653 | $ 1,781,724 | $ 4,227,967 | $ 4,474,531 |
Cost to acquire IPR&D asset | 21,215,214 | 0 | 21,215,214 | 0 |
General and administrative | 2,235,899 | 1,140,558 | 5,357,577 | 4,554,131 |
Estimated legal contingency | 0 | 0 | 151,842 | 0 |
Total operating expenses | 24,705,766 | 2,922,282 | 30,648,916 | 9,028,662 |
Operating loss | (24,705,766) | (2,922,282) | (30,648,916) | (9,028,662) |
Other expense | ||||
Change in fair value of derivative liability | 0 | (6,228) | (3) | (59,406) |
Interest expense | 271,307 | 211,229 | 476,135 | 615,563 |
Interest income | (16,562) | 0 | (49,669) | 0 |
Loss from divestiture of asset | 0 | 0 | 307,086 | 0 |
Debt conversion inducement expense | 0 | 0 | 1,383,285 | 0 |
Wind-down costs | (14,677) | 0 | 455,504 | 0 |
Total other expense, net | 240,068 | 205,001 | 2,572,338 | 556,157 |
Loss before income taxes | (24,945,834) | (3,127,283) | (33,221,254) | (9,584,819) |
Provision for income taxes | 0 | 0 | 3,600 | 5,141 |
Net loss | $ (24,945,834) | $ (3,127,283) | $ (33,224,854) | $ (9,589,960) |
Loss per common share: | ||||
Basic (in dollars per share) | $ (3.17) | $ (1.58) | $ (6.38) | $ (4.83) |
Diluted (in dollars per share) | $ (3.17) | $ (1.58) | $ (6.38) | $ (4.83) |
Weighted average shares of common stock outstanding used to compute earnings per share: | ||||
Basic (in shares) | 7,880,546 | 1,983,700 | 5,207,411 | 1,983,566 |
Diluted (in shares) | 7,880,546 | 1,983,700 | 5,207,411 | 1,983,566 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (33,224,854) | $ (9,589,960) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 95,880 | 83,466 |
Stock-based compensation expense | 394,657 | 425,846 |
Change in fair value of derivative liability | (3) | (59,406) |
Amortization of debt discount | 102,400 | 480,466 |
Estimate for legal contingency | 7,009 | 0 |
Loss from divestiture of asset | 307,086 | 0 |
Debt conversion inducement expense | 1,383,285 | 0 |
Accrued interest conversion expense | (15,952) | 0 |
Cost to acquire IPR&D asset | 21,215,214 | 0 |
Foreign currency remeasurement gain | (45,350) | 0 |
Changes in assets and liabilities: | ||
Prepaid expenses | 782,265 | 121,277 |
Prepaid expenses - related party | 0 | 13,432 |
Other current assets | (236,779) | (86,989) |
Other current assets - related party | 0 | (22,542) |
Accounts payable | (112,021) | 370,136 |
Accounts payable - related parties | (113,601) | 118,086 |
Accrued interest - related party | 60,274 | 130,823 |
Accrued payroll liabilities | (11,904) | 99,533 |
Operating lease liability | (60,647) | (60,489) |
Other current liabilities | (570,473) | 1,381 |
Other current liabilities - related parties | (95,850) | 102,390 |
Net cash used in operating activities | (10,107,460) | (7,872,550) |
Cash flows from investing activities: | ||
Proceeds from asset sale, net of legal expenses | 5,532,266 | 0 |
Asset acquisition costs | 0 | (436,554) |
Purchase of property and equipment | (5,533) | (15,556) |
Cash acquired in asset acquisition | 1,076,740 | 0 |
Net cash provided by (used in) investing activities | 6,603,473 | (452,110) |
Cash flows from financing activities: | ||
Financing costs allocated to warrants issued with convertible debt | (6,026) | 0 |
Repayment of insurance premium loan payable | (236,681) | (244,922) |
Net cash provided by (used in) financing activities | 16,465,924 | (242,955) |
Net increase (decrease) in cash and restricted cash | 12,961,937 | (8,567,615) |
Cash, cash equivalents and restricted cash, beginning of period | 1,249,107 | 8,987,578 |
Cash, cash equivalents and restricted cash, end of period | 14,211,044 | 419,963 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 5,126,245 | 415,389 |
Restricted cash | 9,084,799 | 4,574 |
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 14,211,044 | 419,963 |
Cash paid during the period for: | ||
Interest | 135,917 | 4,275 |
Income taxes | 3,600 | 5,141 |
Supplemental disclosures of non-cash financing activities: | ||
Common stock warrant exercises | 282,905 | 0 |
Conversion of multi-draw credit agreement | 1,565,470 | 0 |
Conversion of accrued interest due to related party | 31,766 | 0 |
Purchases of property and equipment in other current liabilities | 0 | 951,890 |
Financing of insurance premium | 203,884 | 275,537 |
Release of share liability to additional paid-in-capital | 0 | 13,000 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 241,134 | 0 |
Stock issued for assets | 20,532,846 | 0 |
Purchases of property and equipment in other current liabilities | 0 | 10,455 |
Prefunded Warrants | ||
Cash flows from financing activities: | ||
Proceeds from pre-funded warrant exercises | 0 | 1,967 |
Common Stock Warrants | ||
Cash flows from financing activities: | ||
Proceeds from convertible note - related party | 4,973,684 | 0 |
Proceeds from pre-funded warrant exercises | $ 11,734,947 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parentheticals) | Sep. 30, 2023 USD ($) |
Statement of Cash Flows [Abstract] | |
Debt issuance costs, gross | $ 265,053 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (UNAUDITED) - USD ($) | Total | Common Stock Warrants | Prefunded Warrants | Common Stock | Common Stock Common Stock Warrants | Common Stock Prefunded Warrants | Additional Paid-In Capital | Additional Paid-In Capital Common Stock Warrants | Additional Paid-In Capital Prefunded Warrants | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 1,904,434 | |||||||||
Beginning balance at Dec. 31, 2021 | $ 5,864,166 | $ 1,904 | $ 53,118,425 | $ (47,256,163) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense (in shares) | 600 | |||||||||
Stock-based compensation expense | 150,358 | $ 1 | 150,357 | |||||||
Exercise warrant (in shares) | 78,667 | |||||||||
Exercise warrant | $ 1,967 | $ 79 | $ 1,888 | |||||||
Net loss | (3,043,399) | (3,043,399) | ||||||||
Ending balance (in shares) at Mar. 31, 2022 | 1,983,701 | |||||||||
Ending balance at Mar. 31, 2022 | 2,973,092 | $ 1,984 | 53,270,670 | (50,299,562) | ||||||
Beginning balance (in shares) at Dec. 31, 2021 | 1,904,434 | |||||||||
Beginning balance at Dec. 31, 2021 | 5,864,166 | $ 1,904 | 53,118,425 | (47,256,163) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (9,589,960) | |||||||||
Ending balance (in shares) at Sep. 30, 2022 | 1,983,701 | |||||||||
Ending balance at Sep. 30, 2022 | (3,284,981) | $ 1,984 | 53,559,158 | (56,846,123) | ||||||
Beginning balance (in shares) at Mar. 31, 2022 | 1,983,701 | |||||||||
Beginning balance at Mar. 31, 2022 | 2,973,092 | $ 1,984 | 53,270,670 | (50,299,562) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 144,364 | 144,364 | ||||||||
Net loss | (3,419,278) | (3,419,278) | ||||||||
Ending balance (in shares) at Jun. 30, 2022 | 1,983,701 | |||||||||
Ending balance at Jun. 30, 2022 | (301,822) | $ 1,984 | 53,415,034 | (53,718,840) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense (in shares) | 0 | |||||||||
Stock-based compensation expense | 144,124 | $ 0 | 144,124 | |||||||
Net loss | (3,127,283) | (3,127,283) | ||||||||
Ending balance (in shares) at Sep. 30, 2022 | 1,983,701 | |||||||||
Ending balance at Sep. 30, 2022 | (3,284,981) | $ 1,984 | 53,559,158 | (56,846,123) | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 3,654,119 | |||||||||
Beginning balance at Dec. 31, 2022 | (3,008,054) | $ 3,654 | 63,726,057 | (66,737,765) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense (in shares) | 0 | |||||||||
Stock-based compensation expense | 131,579 | $ 0 | 131,579 | |||||||
Exercise warrant (in shares) | 66,566 | |||||||||
Exercise warrant | $ 282,905 | $ 66 | $ 282,839 | |||||||
Stock issued during period, shares, conversion of convertible securities | 165,517 | |||||||||
Conversion of multi-draw credit agreement - related party and accrued interest | 2,980,521 | $ 166 | 2,980,355 | |||||||
Net loss | (5,167,520) | (5,167,520) | ||||||||
Ending balance (in shares) at Mar. 31, 2023 | 3,886,202 | |||||||||
Ending balance at Mar. 31, 2023 | (4,780,569) | $ 3,886 | 67,120,830 | (71,905,285) | ||||||
Beginning balance (in shares) at Dec. 31, 2022 | 3,654,119 | |||||||||
Beginning balance at Dec. 31, 2022 | (3,008,054) | $ 3,654 | 63,726,057 | (66,737,765) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (33,224,854) | |||||||||
Ending balance (in shares) at Sep. 30, 2023 | 12,338,910 | |||||||||
Ending balance at Sep. 30, 2023 | 1,695,258 | $ 12,338 | 101,645,539 | (99,962,619) | ||||||
Beginning balance (in shares) at Mar. 31, 2023 | 3,886,202 | |||||||||
Beginning balance at Mar. 31, 2023 | (4,780,569) | $ 3,886 | 67,120,830 | (71,905,285) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 102,871 | 102,871 | ||||||||
Net loss | (3,111,500) | (3,111,500) | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 3,886,202 | |||||||||
Ending balance at Jun. 30, 2023 | (7,789,198) | $ 3,886 | 67,223,701 | (75,016,785) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Stock-based compensation expense | 160,207 | 160,207 | ||||||||
Number of shares issued (in shares) | 2,989,981 | |||||||||
PIPE financing, net of equity issuance costs of 265,053 | 11,734,947 | $ 2,990 | 11,731,957 | |||||||
Common stock issued in acquisition of IPR&D asset (in shares) | 5,436,378 | |||||||||
Common stock issued in acquisition of IPR&D asset | 21,609,586 | $ 5,436 | 21,604,150 | |||||||
Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature | 925,550 | 925,550 | ||||||||
Stock Issued During Period, Shares, Reverse Stock Splits | 26,349 | |||||||||
Common stock issued for fractional share adjustment in reverse stock split | 0 | $ 26 | (26) | |||||||
Net loss | (24,945,834) | (24,945,834) | ||||||||
Ending balance (in shares) at Sep. 30, 2023 | 12,338,910 | |||||||||
Ending balance at Sep. 30, 2023 | $ 1,695,258 | $ 12,338 | $ 101,645,539 | $ (99,962,619) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (UNAUDITED) (Parenthetical) | Sep. 30, 2023 USD ($) |
Statement of Stockholders' Equity [Abstract] | |
Debt issuance costs, gross | $ 265,053 |
Nature of Operations and Busine
Nature of Operations and Business Activities | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations and Business Activities | Nature of Operations and Business Activities Nature of Operations Skye Bioscience, Inc. (the “Company” or “Skye”) was incorporated in Nevada on March 16, 2011. The Company is a clinical stage pharmaceutical company focused on the discovery, development and commercialization of novel classes of therapeutic drugs that modulate the endocannabinoid system, which has been shown to play a vital role in overall human health. Notably, the Company is developing drugs with novel mechanisms of action targeting the CB1 receptor through its own research efforts acquired intellectual property and license agreements. On May 11, 2022, the Company entered into an Arrangement Agreement, as amended on June 14, 2022, July 15, 2022 and October 14, 2022 (the “Arrangement Agreement”) with Emerald Health Therapeutics, Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“EHT”), pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “EHT Acquisition”) (Note 3). On November 10, 2022, the Company completed the EHT Acquisition. Each share of EHT common stock outstanding immediately prior to the effective time of the EHT Acquisition was transferred to the Company in exchange for 1.95 shares of Company common stock (the “Exchange Ratio”). In addition, on November 10, 2022, EHT entered into a share purchase agreement with a third party for the sale of EHT's subsidiary, Verdélite Sciences, Inc. ("VDL") for an aggregate purchase price of $9,451,233, subject to certain adjustments (the “Verdélite SPA"). The sale of VDL closed on February 9, 2023 and completes the divestiture of EHT's most significant asset (Note 3). On August 18, 2023, the Company completed a strategic transaction to acquire a clinical asset pursuant to an Agreement and Plan of Merger and Reorganization, dated as of August 15, 2023, by and among the Company, Bird Rock Bio, Inc. and Aquila Merger Sub, Inc., pursuant to which Aquila Merger Sub, Inc. merged with and into Bird Rock Bio, Inc. with Bird Rock Bio, Inc. surviving as a wholly owned subsidiary of the Company (the “BRB Acquisition”). In connection with the BRB Acquisition, Bird Rock Bio changed its name from Bird Rock Bio, Inc. to Bird Rock Bio Sub, Inc ("BRB"). In the BRB Acquisition, the Company issued to certain former stockholders of BRB an aggregate of 5,436,378 shares of the common stock of the Company, par value $0.001 per share, valued at $21,609,586 (Note 3). As of September 30, 2023, the Company has devoted substantially all its efforts to securing product licenses, carrying out its own research and development, preparing for and conducting clinical trials, building infrastructure and raising capital. The Company has not yet realized revenue from its planned principal operations and is a number of years away from potentially being able to do so. Liquidity and Going Concern The Company has incurred operating losses and negative cash flows from operations since inception and as of September 30, 2023, had working capital of $1,567,627 and an accumulated deficit of $99,962,619. As of September 30, 2023, the Company had unrestricted cash in the amount of $5,126,245. For the three and nine months ended September 30, 2023 and 2022, the Company incurred losses from operations of $24,705,766 and $2,922,282, and $30,648,916 and $9,028,662, respectively. For the three and nine months ended September 30, 2023 and 2022, the Company incurred net losses of $24,945,834 and $3,127,283, and $33,224,854 and $9,589,960, respectively. The Company expects to continue to incur significant losses through the end of 2023 and expects to incur significant losses and negative cash flows from operations in the future. The Company’s continued existence is dependent on its ability to raise sufficient additional funding to cover operating expenses and to carry out its research and development activities. During the nine months ended September 30, 2023, management implemented cost cutting measures to extend its cash runway while searching for additional financing. These measures have included the deferral of payments to employees, the postponement of certain nonclinical studies, a hold on non-essential travel and hiring, and the deferral of certain operational contracts. On August 18, 2023, the Company entered into the Convertible Note Financing and PIPE Financing which provided the Company with the necessary funds to continue operations into the first quarter of 2024 and to post an appeal bond to stay the execution of the judgment in the Cunning Lawsuit. However, the Company will still need to obtain near-term financing to continue its two planned Phase 2 clinical studies. The Company's ability to raise funds at favorable terms, market conditions, and the uncertainty of our ability to successfully resolve the Cunning Lawsuit give rise to substantial doubt as to the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. During the quarter ended September 30, 2023, the Company met its operational funding requirements through its cost-cutting measures, including the termination of certain consulting agreements and the PIPE Financing and Convertible Note Financing. The Company will continue the liquidation of EHT's assets, including the sale of the real estate held by Avalite Sciences, Inc. ("AVI"). However, the Company cannot provide any assurances that such additional funds will be available on reasonable terms in sufficient time for us to continue operations, or at all. If the Company raises additional funds by issuing equity securities, dilution to existing stockholders would result. In January 2023, the Company was subject to an unfavorable outcome in a lawsuit with a former employee which resulted in the recognition of an estimated legal contingency of $6,212,319. The Company strongly believes that this case was incorrectly decided as to liability, the amount of compensatory damages, and the appropriateness and amount of punitive damages. The Company is vigorously challenging the verdict in the Ninth Circuit Court of Appeals and is pursuing reimbursement under its existing insurance policies. However, the outcome of the litigation and the amount recoverable under the Company's existing insurance policies, if any, is inherently uncertain (Note 12). Concurrent with the PIPE Financing the Company obtained a stay on execution of the judgement in such litigation by posting an appeal bond in the amount of $9,080,202. For a further description of this litigation, see Note 12, " General Litigation and Disputes - Wendy Cunning vs. Skye Bioscience, Inc." to the accompanying Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. Concurrent with the Cunning Lawsuit, the Company brought a lawsuit against its D&O carrier, Partner Re, challenging the previous denial of coverage and seeking damages and an order that Partner Re is obligated to reimburse the Company for the defense fees and costs incurred in the defense of the Cunning Lawsuit and requiring Partner Re to indemnify the Company for any settlement or judgment in the Cunning Lawsuit. On April 17, 2023, Partner Re filed a motion to dismiss the Company's complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). On June 20, 2023, the judge issued a final ruling in favor of the Company and denied Partner Re's motion to dismiss the lawsuit. In the ruling, the Court rejected Partner Re's primary basis for denying coverage. Based on this outcome, the Company is pursuing up to $5,000,000 in coverage less the deductible, to cover legal expenses incurred and the final verdict or settlement. For a further description of this litigation, see Note 12, " General Litigation and Disputes - Skye Bioscience, Inc. vs. Partner Re Ireland Insurance " to the accompanying Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q. On February 16, 2023, Emerald Health Sciences ("Sciences"), a related party (Note 11) exercised all of its outstanding warrants and agreed to offset the remaining principal balance plus accrued interest outstanding under the Amended and Restated Multi-Draw Credit Agreement (the “Amended Credit Agreement”) by the aggregate exercise price of $282,905 before converting the remaining balance of the Amended Credit Agreement in the amount of $1,597,236 (Notes 5 & 6). As of September 30, 2023, Sciences has no outstanding warrants or debt with the Company. On July 24, 2023, the Company entered into a loan agreement in the principal amount of $250,000 (the “Bridge Loan”). The Bridge Loan was obtained in order to provide bridge financing for the business to secure additional strategic financing. On August 18, 2023, the Bridge Loan was cancelled and converted into a $250,000 investment in the PIPE Financing (Note 7). Concurrent with the BRB Acquisition (Note 3), the Company entered into a Securities Purchase Agreement with three investors for net proceeds of $11,734,947. The Company allocated 2,989,981 shares of common stock to the PIPE Financing and issued 2,325,537 warrants with an exercise price of $5.16. The warrants may be exercised at any time after issuance and have a ten year expiration (Note 7). The PIPE Financing provided the Company with the necessary funds to commence its Phase 2 SBI-100 OE clinical study and appeal the Cunning Lawsuit. The investors pursuant to the PIPE Financing are subject to a one-year lock-up from the date of closing prohibiting their sales of common stock and warrants. It is possible that the Company may encounter issues relating to supply chain inefficiencies, a lack of production or laboratory resources, global economic and political conditions, pandemics or cyberattacks that could cause business disruptions and clinical trial delays which will need to be managed in the future. The factors to take into account in going concern judgements and financial projections include travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of service providers and the general economy. The Company does not believe that inflation has had a material impact on its operating results during the periods presented. However, inflation has had, and may continue to have, an impact on general and administrative costs such as professional fees, employee costs and travel costs, and may in the future adversely affect the Company's operating results. In addition, increased inflation has had and may continue to have an effect on interest rates. Increased interest rates may adversely affect the terms under which the Company can obtain any potential additional funding. Notably, the Company relies on third party manufacturers to produce its product candidates. The manufacturing of SBI-100 OE and nimacimab is conducted in the United States and Europe. Formulation of both products for clinical trial use relies on regulatory-accepted excipients that can be sourced from countries outside the United States. Since the COVID-19 pandemic, global supply chain disruptions have become more common and the Company may encounter future issues related to sourcing materials and excipients for both the formulation and manufacturing process. After considering the plans to alleviate substantial doubt, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation In the opinion of management, the accompanying Unaudited Interim Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements as of and for the year ended December 31, 2022, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosures necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any future periods. The Condensed Consolidated Balance Sheet as of December 31, 2022, was derived from the Company’s audited financial statements as of December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. The Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which includes a broader discussion of the Company’s business and the risks inherent therein. Certain reclassifications have been made to the amounts in prior periods to conform to the current period’s presentation, primarily the separate classification of prepaid expenses, other current assets, insurance premium loan payable and other current liabilities. Such reclassifications did not have a material impact on the Unaudited Condensed Financial Statements. Reverse Stock Split On September 6, 2023, the Company filed a Certificate of Change and Certificate of Correction with the Secretary of State of the State of Nevada which effected a reverse stock split at a ratio of one-for-two hundred and fifty (1-for-250) of the Company's issued and outstanding shares of common stock as of 12:01 a.m. Eastern Standard Time on September 8, 2023 . The Company did not issue fractional shares in the reverse stock split and elected to issue one whole share for each fractional share which resulted in the issuance of 26,349 common shares to our existing stockholders. The Company's financial statements have been adjusted on a retrospective basis to reflect the change. Assets Held for Sale On November 10, 2022, the Company completed the EHT Acquisition in accordance with the Arrangement Agreement. At the time of the EHT Acquisition there were arrangements in place to sell the acquired assets and liabilities that comprised two of EHT's subsidiaries, Emerald Health Therapeutics Canada, Inc. ("EHTC") and VDL. As a result, EHTC and VDL were considered held for sale since the EHT Acquisition and the Company has classified the associated assets of VDL as held for sale on the Condensed Consolidated Balance Sheets and the period costs related to both EHTC and VDL have been presented as wind-down costs in the Consolidated Statements of Operations. EHTC was divested on December 28, 2022, and VDL was divested on February 9, 2023 (see Note 3). During the quarter ended September 30, 2023, the Board approved a plan to pursue the sale of the real estate held by AVI, which is substantially the only asset held by AVI. Assets meeting the held-for-sale criteria are classified as held for sale on the Condensed Consolidated Balance Sheets in subsequent periods until sold. Assets that meet the held-for-sale criteria are held for sale and reported at the lower of their carrying value or their fair value, less estimated costs to sell. Changes in fair value are recorded as a gain or loss in the results of operations but not to exceed the original carrying value. Due to the asset acquisition accounting on the date of the EHT Acquisition, AVI had no initial carrying value. Derecognition of Nonfinancial Assets The Company generally accounts for sales of nonfinancial assets that are outside the scope of our ordinary activities under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Pursuant to ASC 610-20, the Company applies the guidance in ASC 606 to determine if a contract exists, identify the distinct nonfinancial assets, and determine when control transfers and, therefore, when to derecognize the nonfinancial asset. Additionally, the Company applies the measurement principles of ASC 606 to determine the amount of consideration, if any, to include in the calculation of the gain or loss for the sale of the nonfinancial asset. Refer to Note 3 for further information. Principles of Consolidation The accompanying consolidated financial statements as of September 30, 2023, include the accounts of the Company and its wholly owned subsidiaries Skye Bioscience Pty Ltd (“SKYE Bioscience Australia“), EHT, AVI, BRB, Ruiyi Acquisition Corporation, and Nemus Sub. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates and judgements as to the appropriate carrying values of equity instruments, debt with embedded features, estimates related to the Company's estimation of the percentage of completion under its research and development contracts, contingent legal liabilities, fair value of assets acquired, and the valuation of stock based compensation awards, which are not readily apparent from other sources. Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, the need to obtain immediate funding to continue operations, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, uncertainties related to the current global environment, including economic factors such as inflation, and risks related to the global supply chain disruptions (Note 1), risks related to operating primarily in a virtual environment, results of research and development activities, uncertainties surrounding regulatory developments in the United States, Canada, the European Union, and Australia and the Company’s ability to attract new funding. As noted above, in January 2023 the Company was subject to an unfavorable outcome in a lawsuit with a former employee which resulted in the recognition of an estimated legal contingency of $6,212,319. The Company intends to vigorously challenge the verdict in the trial court and appeal and pursue reimbursement under its existing insurance policies. However, the outcome of the litigation and the amount recoverable under its existing insurance policies, if any, is inherently uncertain (Note 12). Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying values of those investments approximate their fair value due to their short maturity and liquidity. Cash includes cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk. As of September 30, 2023, and December 31, 2022, the Company has $0 and $25,842 cash equivalents, respectively. Restricted cash on the balance sheet collateralizes an irrevocable letter of credit (Note 12) and a certificate of deposit held by the Company’s bank as collateral for the Company’s credit cards. Stock-Based Compensation Expense Stock-based compensation expense is estimated at the grant date based on the fair value of the award, and the fair value is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. Upon the exercise of stock option awards, the Company's policy is to issue new shares of its common stock. The Company uses the Black-Scholes valuation method for estimating the grant date fair value of stock options using the following assumptions: • Volatility - Stock price volatility is estimated over the expected term based on a blended weekly rate of industry peers stock volatility. • Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. • Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. Treasury securities in effect during the period in which the awards were granted. • Dividends - The dividend yield assumption is based on the Company’s history and expectation of paying no dividends in the foreseeable future. The Company accounts for liability-classified stock option awards (“liability options”) under ASC 718 - Compensation - Stock Compensation (“ASC 718”), under which the Company accounts for its awards containing other conditions as liability classified instruments. Liability options are initially recognized at fair value in stock-compensation expense and subsequently re-measured to their fair values at each reporting date with changes in the fair value recognized in share-based compensation expense or additional paid-in capital upon settlement or cancellation. Additionally, the Company uses the Monte Carlo Simulation model to evaluate the derived service period and fair value of awards with market conditions, including assumptions of historical volatility and risk-free interest rate commensurate with the vesting term. Research and Development Expenses and Licensed Technology Research and development costs are expensed when incurred. These costs may consist of external research and development expenses incurred under agreements with third party contract research organizations and investigative sites; third party manufacturing organizations and consultants; license fees; employee-related expenses, which include salaries and benefits for the personnel involved in the Company’s preclinical; and clinical drug development activities, other expenses and equipment and laboratory supplies. Costs incurred for the rights to use licensed technologies in the research and development process, including licensing fees and milestone payments, are charged to research and development expense as incurred in situations where the Company has not identified an alternative future use for the acquired rights, and are capitalized in situations where there is an identified alternative future use. None of the costs associated with the use of licensed technologies has been capitalized to date. Similarly, costs incurred to acquire in-process research and development ("IPR&D") are charged to research and development expense in the situation where the Company has not identified an alternative future use and are capitalized in the situation where there is an alternative future use. All costs associated with the acquisition of IPR&D have been expensed to date. Loss Per Common Share The Company applies ASC No. 260, Earnings per Share in calculating its basic and diluted loss per common share. Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted loss per share of common stock is computed by giving effect to all potential common stock equivalents outstanding for the period determined using the treasury stock method. For purposes of this calculation, options to purchase common stock, restricted stock subject to vesting, warrants to purchase common stock and common shares underlying convertible debt instruments are considered to be common stock equivalents. In periods with a reported net loss, such common stock equivalents are excluded from the calculation of diluted net loss per share of common stock if their effect is anti-dilutive. For additional information regarding the loss per share (see Note 9) Asset Acquisitions The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs which would meet the definition of a business. Significant judgment is required in the application of the screen test to determine whether an acquisition is a business combination or an acquisition of assets. For asset acquisitions, a cost accumulation model is used to determine the cost of an asset acquisition. Common stock, warrants and options issued as consideration in an asset acquisition are generally measured based on the acquisition date fair value of the equity interests issued. The Company refers to ASC 718 and utilizes a Black-Scholes Model to value the options and warrants issued is an asset acquisition and includes the fair value of such awards in the purchase consideration. Direct transaction costs are recognized as part of the cost of an asset acquisition. The Company also evaluates which elements of a transaction should be accounted for as a part of an asset acquisition and which should be accounted for separately. Consideration deposited into escrow accounts are evaluated to determine whether it should be included as part of the cost of an asset acquisition or accounted for as contingent consideration. Amounts held in escrow where we have legal title to such balances but where such accounts are not held in the Company's name, are recorded on a gross basis as an asset with a corresponding liability in our consolidated balance sheet. Unless an acquired asset is expensed at the date of acquisition, in accordance with other applicable GAAP, the cost of an asset acquisition, including transaction costs, are allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis. Goodwill is not recognized in an asset acquisition. Any difference between the cost of an asset acquisition and the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on their relative fair values. However, as of the date of acquisition, if certain assets are carried at fair value under other applicable GAAP the consideration is first allocated to those assets with the remainder allocated to the non-monetary identifiable assets based on a relative fair value basis. Government Assistance The Company adopted ASU 2021-10 Government Assistance on January 1, 2022. The Company accounts for the tax rebates received from the Australian Taxation Office ("ATO") under such guidance. The Company accounts for the rebates that it receives under the AusIndustry research and development tax incentive program under the income recognition model of IAS 20. Under this model, when there is reasonable assurance that the rebate will be received, the Company recognizes the income from the tax rebate as an offset to research and development expense during the period which the benefit applies to the research and development costs incurred. The Company received a tax rebate under the AusIndustry incentive program of $170,773 during the three and nine months ended September 30, 2023 related to incentives earned in the prior year and did not receive any tax rebate under the AusIndustry incentive program during the three and nine months ended September 30, 2022. As of September 30, 2023 and December 31, 2022, the Company recognized $526,516 and $179,687, respectively, in other current assets in its Condensed Consolidated Balance Sheets. Commitments and Contingencies The Company follows ASC 440, Commitments and ASC 450, Contingencies , subtopic 450-20 to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Based upon information available at this time, management believes that the current litigation matter related to the Cunning lawsuit will have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. Refer to Note 12 for additional information. In accordance with ASC 450, Contingencies, subtopic 450-20, the Company does not reflect a contingency that may result in a gain until it is realized. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods beginning after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in fiscal periods ending after December 15, 2020. Upon implementation, the Company may use either a modified retrospective or full retrospective method of adoption. The adoption of ASU 2020-06 will, result in expanded disclosures around convertible instruments and remove the requirement to assess and record beneficial conversion features. The Company currently plans to adopt the provisions of this ASU on the effective date using a modified retrospective method of adoption. |
Asset Acquisitions
Asset Acquisitions | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisitions | Asset Acquisitions BRB Acquisition On August 18, 2023, the Company acquired 100% of Bird Rock Bio Sub, Inc. pursuant to an Agreement and Plan of Merger and Reorganization, dated August 15, 2023 (Note 1). The purpose of the acquisition was to acquire BRB's clinical asset, nimacimab, an antibody targeting the CB1 receptor, for development to treat cardiometabolic conditions. Pursuant to the BRB Acquisition, the Company issued 3,872,184 shares of Skye common stock to the former preferred shareholders of BRB equal to $20,000,000 in base merger consideration priced at $5.16. In addition, the former preferred shareholders of BRB were entitled to additional merger consideration for each dollar invested in the PIPE Financing (Note 7). Because the PIPE Financing and BRB Acquisition occurred contemporaneously and in contemplation of each other, in accounting for the transaction, the Company allocated the shares issued as additional merger consideration between the BRB Acquisition and PIPE Financing using a residual allocation method, whereby the fair value of the consideration transferred was first allocated to the monetary assets and PIPE Financing proceeds with the remainder allocated to the IPR&D asset. As a result, 1,564,194 additional shares of common stock were allocated to the BRB Acquisition. Below is a summary of the total consideration, assets acquired and the liabilities assumed in connection with the BRB Acquisition: August 18, 2023 Purchase consideration Common stock $ 21,609,586 (a) Total consideration $ 21,609,586 Assets acquired and liabilities assumed: IPR&D asset $ 21,215,214 Cash and cash equivalents 1,076,740 Prepaid expenses 4,800 Accounts payable (73,473) Other current liabilities (613,695) Total net assets acquired $ 21,609,586 (a) Equal to the aggregate common shares issued of 5,436,378, multiplied by the Company's closing stock price of $3.98 as of August 18, 2023. The cost to acquire the IPR&D asset related to nimacimab was expensed on the date of the BRB Acquisition as it was determined to have no future alternative use. Accordingly, costs associated with the BRB Acquisition to acquire the asset were expensed as incurred. Acquisition of Emerald Health Therapeutics, Inc. On May 11, 2022, the Company entered into the Arrangement Agreement, as amended on June 14, 2022, July 15, 2022 and October 14, 2022, with EHT pursuant to a plan of arrangement under the Business Corporations Act (British Columbia). The EHT Acquisition was consummated on November 10, 2022 (the "Closing Date"). The primary purpose of the EHT Acquisition was to utilize EHT's remaining cash and cash equivalents and liquidate the primary real estate asset owned by EHT in order to fund the Company's operations. EHT is currently in the final stages of liquidating substantially all of its remaining assets, including AVI (Note 13). As of September 30, 2023, the Company has divested both of EHT's former operating entities. In negotiating the Exchange Ratio, the Company performed a review of EHT's assets and the costs expected to wind down operations. The remaining wind-down costs consist primarily of legal fees related to divesting of EHT’s assets and post-closing general corporate matters, other professional fees for accounting and tax, tax payments, insurance, contract termination costs and operational costs through the cease operations date at each site. As of September 30, 2023, the Company estimates that EHT will incur an additional $38,054 in wind-down costs. However, there are inherent risks and uncertainties around the ultimate liquidation value of EHT. Divestiture of VDL On November 10, 2022, EHT and C3, a third-party, entered into the Verdélite SPA, as amended, effective November 8, 2022, pursuant to which C3 would acquire all of the outstanding shares of VDL, the holder of EHT's most significant real estate asset. On February 9, 2023, u pon closing the transactions contemplated by the Verdélite SPA, the Company sold all of the outstanding shares of VDL for an aggregate purchase price of approximately $9,451,233 . Prior to closing the EHT Acquisition, EHT received a $557,705 cash deposit, which was considered in the sale as of the closing date. Upon closing, the Company received gross proceeds, net of legal and advisory fees as of the closing date, of $5,532,266. The remainder of the purchase price will be paid as follows: (i) $370,350 will be payable in five (5) equal monthly installments payable on the last day of each month beginning on December 31, 2023, and ending April 30, 2024, with interest in accordance with the terms of the Verdélite SPA and (ii) $2,777,625 will be payable in three (3) equal installments on each of the 18-month, 30-month, and 42-month anniversaries of the VDL Closing Date, with interest in accordance with the terms of the Verdélite SPA. The Company recognized the sale of VDL when control transferred on February 9, 2023. In accordance with recognition guidance, the Company has determined to fully reserve for the remaining receivables and will record a gain on the sale when additional cash payments are received. For the nine months ended September 30, 2023, the Company has recorded a loss on sale of $307,086 based on the difference between the carrying amount of the assets sold and the net cash proceeds. |
Other Current Assets and Liabil
Other Current Assets and Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets And Liabilities, Current [Abstract] | |
Other Current Assets and Liabilities | Other Current Assets and Liabilities Other current assets consist of the following: As of September 30, 2023 As of December 31, 2022 AusIndustry incentive $ 526,516 $ 179,687 Other tax receivables 324,089 204,480 Total other current assets 17,314 97,421 $ 867,919 $ 481,588 Other current liabilities consist of the following: As of September 30, 2023 As of December 31, 2022 Research and development costs $ 232,588 $ 40,597 EHT Acquisition - contingent liability 217,994 134,896 Legal fees 162,156 227,350 Professional fees 127,319 — Travel and entertainment expenses 74,500 — Deposit - Verdélite SPA — 553,800 Other accrued liabilities 106,992 410,351 $ 921,549 $ 1,366,994 |
Warrants and Derivative Liabili
Warrants and Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Derivative Liabilities | Warrants and Derivative LiabilitiesThere are significant judgements and estimates inherent in the determination of the fair value of the Company’s warrants. These judgements and estimates include assumptions regarding the Company’s future operating performance and the determination of the appropriate valuation methods. If the Company had made different assumptions, the fair value of the warrants could have been significantly different (Note 2). Warrants Warrants vested and outstanding as of September 30, 2023 are summarized as follows: Source Exercise Weighted Number of 2015 Common Stock Warrants $ 1,250.00 1.57 400 2016 Common Stock Warrants to Service Providers 287.50 3.09 160 2019 Common Stock Warrants 87.50 1.15 32,000 2020 Common Stock Warrants to Placement Agent 20.00 1.84 32,668 2021 Inducement Warrants 37.50 2.82 84,667 2021 Inducement Warrants to Placement Agent 47.00 2.82 5,927 2021 Common Stock Warrants 22.50 3.00 311,113 2021 Common Stock Warrants to Placement Agent 27.50 3.00 21,778 2022 Common Stock Warrants to Service Provider 10.00 0.50 8,000 November 2019 EHT Common Stock Warrants 72.25 1.17 34,213 November 2019 EHT Common Stock Warrants 37.25 1.25 3,783 December 2019 EHT Common Stock Warrants 37.25 1.36 80,694 August 2023 Convertible Note Common Stock Warrants 5.16 9.89 340,000 August 2023 PIPE Financing Common Stock Warrants 5.16 9.89 2,325,537 Total warrants outstanding as of September 30, 2023 3,280,940 As of September 30, 2023, all of the Company's warrants are fully vested . August 2023 PIPE Financing Common Stock Warrants In connection with the PIPE Financing (Note 7), the Company issued 2,325,537 common stock warrants. The warrants were equity classified at issuance and $4,784,894 of the gross proceeds from the PIPE Financing were allocated to the common stock warrants on a relative fair value basis. The warrants vested immediately and the fair value of $7,881,972 was determined using the Black-Scholes Merton option pricing model with the following assumptions: August 18, Dividend yield 0.00 % Volatility factor 87.88 % Risk-free interest rate 4.26 % Expected term (years) 10 Underlying common stock price $ 5.16 August 2023 Convertible Note Common Stock Warrants In connection with the Convertible Note (See Note 6), the Company issued 340,000 common stock warrants. The warrants were equity classified at issuance and $931,576 of the gross proceeds from the Convertible Note were allocated to the common stock warrants on a relative fair value basis. The warrants vested immediately and the fair value of $1,144,886 was determined using the Black-Scholes Merton option pricing model with the following assumptions: August 18, Dividend yield 0.00 % Volatility factor 87.88 % Risk-free interest rate 4.26 % Expected term (years) 10 Underlying common stock price $ 5.16 February 2023 Sciences Warrant Exercises Effective February 16, 2023, Company and Emerald entered into a Master Transaction Agreement (the "MTA"). Under the MTA, Emerald agreed to exercise 66,566 common stock warrants at $4.25 per share (the "MTA Warrants"). Under the MTA, the parties agreed that the aggregate proceeds from the exercise of the MTA Warrants of $282,905 was to be paid through a reduction of the Amended Credit Agreement owed by the Company to Sciences (Note 6). On February 22, 2023, the Company issued 66,566 shares of common stock to Emerald in connection with the exercise of the MTA Warrants (Note 5). Derivative Liability During the nine months ended September 30, 2023, the warrant shares underlying the Emerald Financing - warrant liability expired unexercised and the decrease in fair value during the nine months ended September 30, 2023 was nominal. The following table summarizes the activity of the derivative liability for the period indicated: Nine Months Ended September 30, 2022 December 31, 2021 Fair Value of Derivative Liability Fair Change in Reclassification September 30, 2022 Fair Value of Derivative Liability Emerald Financing - warrant liability $ 59,732 $ — $ (59,406) $ — $ 326 Total derivative liability $ 59,732 $ — $ (59,406) $ — $ 326 Emerald Financing Warrant Liability The Emerald Financing Warrants were issued during 2018 in connection with the Emerald Financing, and originally contained a price protection feature. In connection with the August 2020 Financing, the exercise price was permanently set to $25.00. The warrants contained a contingent put option in the event of a subsequent financing resulting in a change in control. The warrant holders also had the right to participate in certain subsequent financing transactions on an as-if converted basis. The Company reviewed the warrants for liability or equity classification under the guidance of ASC 480-10, Distinguishing Liabilities from Equity , and concluded that the warrants should be classified as a liability and re-measured to fair value at the end of each reporting period. The Company also reviewed the warrants under ASC 815, Derivatives and Hedging/Contracts in Entity’s Own Equity , and determined that the warrants also meet the definition of a derivative. The warrant liability is valued at the balance sheet date using the following assumptions: December 31, Dividend yield — % Volatility factor 140.83 % Risk-free interest rate 4.21 % Expected term (years) 0.13 Underlying common stock price $ 4.00 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s convertible debt consists of the following: As of September 30, December 31, Total principal value of convertible note - related party, net of discount $ 5,000,000 $ — Total principal value of convertible multi-draw credit agreement - related party — 1,848,375 Unamortized debt discount (831,989) — Unamortized debt issuance costs (23,503) — Carrying value of total convertible debt - related party $ 4,144,508 $ 1,848,375 Convertible Note - Related Party On August 15, 2023, the Company entered into a Secured Note and Warrant Purchase Agreement with MFDI, LLC (“MFDI”), pursuant to which the Company issued to MFDI a $5,000,000 secured convertible promissory note (the "Convertible Note") and a warrant to purchase 340,000 shares of common stock on August 18, 2023 (the "Convertible Note Financing") (Notes 5 & 11). The Convertible Note bears interest at a rate of 10% per annum and matures on August 18, 2024, unless earlier repurchased or converted. The Convertible Note may be converted at any time and the conversion price is fixed at $5.16. Accrued interest will be payable quarterly within 30 days of the last day of each calendar quarter. The Company may prepay the principal or interest outstanding under the Note at any time without penalty. In accounting for the Convertible Note, the Company allocated $4,068,424 in proceeds to the debt host and $931,576 in proceeds to the freestanding warrants based on relative fair value. The debt discounts of $931,576 and $26,316 related to the warrants, and debt issuance costs, respectively, are being amortized over the term of the Convertible Note using the effective interest rate method. Amortization of the debt discount is recognized as non-cash interest expense in Other expense within the Consolidated Statements of Operations. In addition, the Company recorded $6,026 in equity issuance costs as a deduction to additional paid in capital in the Statements of Stockholders' (Equity) Deficit. For the three and nine months ended September 30, 2023, the effective interest rate on the Convertible Note was 31.39%. Bridge Loan On July 24, 2023, the Company entered into a loan agreement in the principal amount of $250,000 (the “Bridge Loan”) with MFDI, LLC. The Bridge Loan was obtained in order to provide bridge financing for the operations of the Company until it completed the BRB Acquisition. Concurrent with the closing of the BRB Acquisition, PIPE Financing and Convertible Note Financing, the Bridge Loan was cancelled and converted into an investment in the PIPE Financing (Note 7). All interest and rights related to the Bridge Loan were concurrently cancelled. Multi-Draw Credit Agreement- Related Party On October 5, 2018, the Company entered into the Credit Agreement with Sciences, a related party (Note 11). Between April 29, 2020 and March 29, 2021, the Company and Sciences entered into a series of Amendments until the disbursement line was closed on September 15, 2021. The amendments were considered a modifications for accounting purposes. Advances under the Amended Credit Agreement were unsecured and accrued interest at an annual rate of 7%. The maturity date of the Amended Credit Agreement was extended to the earlier of (a) five business days after the closing of the sale of VDL (b) February 28, 2023 or (c) the Termination Date (as such term is defined in the Amended Credit Agreement). The terms of the Amended Credit Agreement provided that convertible advances and unpaid interest may be converted into common stock at the applicable fixed conversion price of the underlying advance, subject to customary adjustments for stock splits, stock dividends, recapitalizations, etc. Effective February 16, 2023, upon entering the MTA, the remaining principal balance plus accrued interest was offset by the aggregate exercise price of $282,905 from the exercise of the MTA Warrants (Note 5) and the Company induced conversion by reducing the conversion price of the Amended Credit Agreement from $100.00 to $9.65. The remaining balance of $1,597,236 was converted into 165,517 shares of common stock of the Company. In connection with the induced conversion, the Company recorded a debt conversion inducement expense of $1,383,285 equal to the fair value of the incremental shares issued upon conversion. Following the issuance of shares described above, the Amended Credit Agreement was terminated in its entirety per the terms of the MTA. Additionally, under the MTA, Sciences agreed to use its best efforts to transfer all of the common stock of the Company held by Sciences to its shareholders on a pro-rata basis at or immediately prior to the Company's listing to a nationally recognized stock exchange, subject to compliance with applicable securities laws. Insurance premium loan payable On February 28, 2023, the Company entered into an annual financing arrangement for a portion of its Directors and Officers Insurance Policy (the “D&O Insurance”) with First Insurance Funding in an amount of $203,884. The loan is payable in equal monthly installments of $22,654, matures in January 31, 2024, and bears interest at a rate 4.24% per annum. As of September 30, 2023, a total of $67,961 and $22,654, remains financed in prepaid expenses and insurance premium loan payable, respectively. Interest Expense The Company’s interest expense consists of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Related party interest expense – stated rate $ 60,274 $ 44,086 $ 76,227 $ 130,824 Insurance premium loan payable – stated rate 2,162 1,602 5,764 4,273 Legal judgment interest (income) expense (23,320) — 158,851 — Bond premium 59,930 — 59,930 — Premium on irrevocable letter of credit 69,861 — 69,861 — Other interest expense — — 3,102 — Non-cash interest expense: Amortization of debt discount 99,587 165,082 99,587 479,133 Amortization of transaction costs 2,813 459 2,813 1,333 $ 271,307 $ 211,229 $ 476,135 $ 615,563 |
Stockholders' Equity and Capita
Stockholders' Equity and Capitalization | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity and Capitalization | Stockholders’ Equity and Capitalization Common Stock BRB Acquisition On August 18, 2023, the Company issued an aggregate of 5,436,378 shares of common stock in connection with the BRB Acquisition (Note 3). PIPE Financing Concurrent with the BRB Acquisition and Convertible Note Financing, on August 15, 2023, the Company entered into the PIPE Financing, pursuant to which on August 18, 2023, the Company issued an aggregate of 2,989,981 shares of common stock and accompanying warrants to purchase up to 2,325,537 shares of common stock (the " August 2023 PIPE Financing Common Stock Warrants" - Note 5 ) for an aggregate purchase price of $12,000,000. The PIPE Financing was priced at $5.16 per share based on the 60-day volume-weighted average share price preceding August 15, 2023. The two lead investors in the PIPE Financing were also former preferred shareholders of BRB. As an incentive to participate in the PIPE Financing, the Agreement and Plan of Merger and Reorganization with BRB entitled each BRB stockholder participating in the PIPE Financing an additional share of common stock for every share of common stock purchased in the PIPE Financing. As a result, the two former BRB preferred shareholders who participated in the PIPE Financing were issued an additional 2,228,638 shares of common stock. Because the PIPE Financing and BRB Acquisition occurred contemporaneously and in contemplation of one another, the Company allocated 664,444 of the common shares issued in the BRB Acquisition to the PIPE Financing (Note 3). In connection with the PIPE Financing, the Company incurred $265,053 in direct equity issuance costs for net proceeds of $11,734,947. Warrant Exercises During the nine months ended September 30, 2023, 66,566 of the outstanding stock warrants held by Sciences in conjunction with the MTA, with an intrinsic value of $332,830 were exercised in exchange for 66,566 shares of common stock for gross proceeds of $282,905 (Note 5). Induced Conversion of Amended Credit Agreement During the nine months ended September 30, 2023, the Company issued 165,517 shares of common stock to Sciences. The shares were issued in conjunction with the MTA, in exchange for the remaining principal balance plus accrued interest less the aggregate exercise price of $282,905 from the exercise of the MTA Warrants in the amount of $1,597,236 at a conversion price of $9.6500 (Note 5). |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Incentive Plan On October 31, 2014, the Board of Directors approved the Company’s 2014 Omnibus Incentive Plan (the “2014 Plan”). On June 14, 2022, in connection with the EHT Acquisition, the Board approved the 2014 Amended and Restated Omnibus Incentive Plan (the “2014 Amended and Restated Plan”) which replaced the 2014 Plan in its entirety. The 2014 Amended and Restated Plan, among other things, fixed the number of shares that can be issued under the plan to 364,879, provided that each January 1 beginning in 2023 and ending on (and including) January 1, 2032, the number of shares will increase by 5% of the outstanding shares of Common Stock as of the prior December 31, unless the Board of Directors of the Company decides to a lesser increase. On September 30, 2022, the 2014 Amended and Restated Plan was approved by the shareholders. The 2014 Amended and Restated Plan authorizes the issuance of awards including stock options, stock appreciation rights, restricted stock, stock units and performance units to employees, directors, and consultants of the Company. On September 29, 2023, the Board approved certain stock option and restricted stock unit grants contingent upon approval by the shareholders of the Company of an Amendment to the 2014 Amended and Restated Plan, which amendment was effective on November 6, 2023. Therefore, as of September 30, 2023, the Company had a deficit in the authorized share pool of 751,463 shares under the 2014 Amended and Restated Plan. Refer to Note 13 for further information. Stock Options The following is a summary of option activities under the Company’s 2014 Amended and Restated Plan for the nine months ended September 30, 2023: Number of Weighted Weighted Aggregate Intrinsic Value* Outstanding, December 31, 2022 171,980 $ 45.00 7.14 $ — Granted 322,479 3.59 — Exercised — — Cancelled (37,404) 112.53 Forfeited (14,252) 14.51 Outstanding, September 30, 2023 442,803 $ 9.73 9.12 $ — Exercisable, September 30, 2023 100,389 $ 26.73 7.26 $ — *The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at September 30, 2023 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). The weighted-average grant-date fair value of stock options granted during the nine months ended September 30, 2023, was $3.08. The fair value of the Company's stock option grants were estimated on the date of grant using the Black-Scholes option-pricing model under the following assumptions: Nine Months Ended Dividend yield —% Volatility factor 87.9 - 127.0% Risk-free interest rate 3.86 - 4.61% Expected term (years) 5.27 - 6.08 Restricted Stock Units On December 14, 2021, the Company granted restricted stock units (“RSUs”) to its executive management team. The RSUs cliff vest 33% per year on the anniversary of the grant date over a three year period. As of September 30, 2023, 10,665 RSUs with a weighted-average grant-date fair value of $14.43 per share remain unvested. On August 25, 2023, the Company granted RSUs to its executive management team and to certain members of the Board with market and performance based conditions. The RSUs are eligible to vest subject to the achievement and attainment of certain market capitalization target goals (market-based conditions) or the achievement of a successful exit (a performance-based condition); provided, however, that no RSUs shall vest until the Compensation Committee of the Board determines that shares can be sold into the market to cover withholding tax obligations associated with the vesting of the RSUs. As of September 30, 2023, 832,445 RSUs with a weighted average grant date fair value of $2.56 per share remain unvested. The Company used the Monte Carlo Simulation model to evaluate the derived service period and fair value of awards with market and performance conditions, including assumptions of historical volatility and risk-free interest rate commensurate with the vesting term. The fair value of the Company's performance-based RSUs were estimated on the date of grant under the following assumptions: Nine Months Ended Dividend yield $— Volatility factor 87.4- 87.9% Risk-free interest rate 4.21- 4.54% Derived service periods (years) 1.20 - 3.67 Stock-Based Compensation Expense The Company recognizes stock-based compensation expense using the straight-line method over the requisite service period or derived service period. The Company recognized stock-based compensation expense, including compensation expense for warrants with vesting provisions issued to a service provider (Note 5), and the RSUs discussed above, in its Unaudited Condensed Consolidated Statements of Operations as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 33,724 $ 23,966 $ 90,725 $ 64,507 General and administrative 126,483 120,158 303,932 361,339 $ 160,207 $ 144,124 $ 394,657 $ 425,846 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Loss Per Share of Common Stock | Loss Per Share of Common Stock The following tables are a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Basic EPS and diluted EPS: Loss (Numerator) Net loss $ (24,945,834) $ (3,127,283) $ (33,224,854) $ (9,589,960) Shares (Denominator) Weighted average common shares outstanding 7,880,546 1,983,700 5,207,411 1,983,566 Per-Share Amount $ (3.17) $ (1.58) $ (6.38) $ (4.83) The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 442,803 151,020 442,803 151,020 Common shares underlying convertible debt 980,673 22,644 980,673 22,644 Warrants 3,280,940 544,753 3,280,940 544,753 Unvested restricted stock units 843,110 16,000 843,110 16,000 |
Significant Contracts - Univers
Significant Contracts - University of Mississippi | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Contracts - University of Mississippi | Significant Contracts - University of Mississippi UM 5050 and UM 8930 License Agreements In July 2018, the Company renewed its ocular licenses for UM 5050 and UM 8930. On May 24, 2019, the ocular delivery licenses were replaced by “all fields of use” licenses for both UM 5050 and UM 8930 (collectively, the “License Agreements”). Pursuant to the License Agreements, UM granted the Company an exclusive, perpetual license, including, with the prior written consent of UM, not to be unreasonably withheld, the right to sublicense the intellectual property related to UM 5050 and UM 8930 for all fields of use. The License Agreements contain certain milestone payments, royalty and sublicensing fees payable by the Company, as defined therein. Each License Agreement provides for an annual maintenance fee of $75,000 payable on the anniversary of the effective date. The Company made upfront payments for UM 5050 and UM 8930 of $100,000 and $200,000, respectively. In addition, in March 2020, the Company was notified by the United States Patent and Trademark Office that a notice of allowance was issued for the proprietary molecule under the UM 8930 License Agreement. As a result, the Company paid UM a fee of $200,000. The milestone payments payable for each license are as follows: i) $100,000 paid within 30 days following the submission of the first Investigational New Drug (“IND”) application to the Food and Drug Administration or an equivalent application to a regulatory agency anywhere in the world, for a product; ii) $200,000 paid within 30 days following the first submission of a New Drug Application (“NDA”), or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the earlier submitted product(s); and iii) $400,000 paid within 30 days following the approval of an NDA, or an equivalent application to a regulatory agency anywhere in the world, for each product that is administered in a different route of administration from that of the early approved product(s). The royalty percentage due on net sales under each License Agreement is in the mid-single digits. The Company must also pay to UM a portion of all licensing fees received from any sublicensees, subject to a minimum royalty on net sales, and the Company is required to reimburse patent costs incurred by UM related to the licensed products. The royalty obligations apply by country and by licensed product, and end upon the later of the date that no valid claim of a licensed patent covers a licensed product in a given country, or ten years after the first commercial sale of such licensed product in such country. Each License Agreement continues, unless terminated, until the later of the expiration of the last to expire of the patents or patent applications within the licensed technology, and the expiration of the Company’s payment obligations under such License Agreement. UM may terminate each License Agreement by giving written notice of termination upon the Company’s material breach of such License Agreement, including failure to make payments or satisfy covenants, representations or warranties without cure, noncompliance, a bankruptcy event, the Company’s dissolution or cessation of operations, the Company’s failure to make reasonable efforts to commercialize at least one product or failure to keep at least one product on the market after the first commercial sale for a continuous period of one year, other than for reasons outside the Company’s control, or the Company’s failure to meet certain pre-established development milestones. The Company may terminate each License Agreement upon 60 days’ written notice to UM. As of September 30, 2023, the Company has paid the fee due for the notice of patent allowance for the proprietary molecule under the UM 8930 License Agreement. In July 2022, the Company met milestone i) above under its UM 5050 license agreement upon submission of our application for authorization to conduct the Company's Phase 1 trial of SBI-100 OE to the Therapeutic Goods Administration in Australia. As of September 30, 2023, none of the other milestones under these license agreements have been met. |
Related Party Matters
Related Party Matters | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Matters | Related Party Matters Emerald Health Sciences In January 2018, the Company entered into a securities purchase agreement with Sciences pursuant to which Sciences purchased a majority of the equity interest in the Company, resulting in a change in control (the "Emerald Financing"). While Sciences no longer maintains a controlling interest in the Company, MFDI has significant influence over Sciences and has been issued the Convertible Note from the Company (Note 6) and participated in the PIPE Financing (Note 7). As of September 30, 2023, the Amended Credit Agreement has been extinguished and all of the warrants held by Sciences were exercised pursuant to the MTA (Notes 5 & 6). On May 18, 2022, Jim Heppell resigned from the Company's Board of Directors and concurrently entered into a consulting agreement with the Company pursuant to which Mr. Heppell provided services mutually agreed upon with the Company. The consulting agreement had an initial minimum term of one year. Under the consulting agreement, Mr. Heppell was entitled to a monthly fee of $6,300, which was increased to $16,600 per month upon the closing of the EHT Acquisition. The consulting agreement provided Mr. Heppell with a termination payment of $74,700 on March 1, 2023, equal to the monthly fees through the then-remaining term of the agreement if Mr. Heppell’s engagement was terminated by the Company without cause. In addition, Mr. Heppell was awarded 16,000 stock options which are subject to certain performance and other conditions. On February 9, 2023, the Company provided notice and terminated the consulting agreement with Mr. Heppell effective March 11, 2023. During the nine months ended September 30, 2023, the first tranche of stock options issued to Mr. Heppell were cancelled, unexercised, and the second tranche of stock options were cancelled upon the closing of the Verdélite SPA. The Company accounted for the consulting contract as an in-substance severance arrangement. During the three and nine months ended September 30, 2023, no severance expense was recognized. As of September 30, 2023, the Company no longer has any obligations or business relationship with Mr. Heppell. Effective March 10, 2023, Mr. Heppell was removed from the Board of Sciences and no longer serves as Sciences CEO. VivaCell Biotechnology España, S.L.U (formerly known as Emerald Health Biotechnology España, S.L.U.) In 2021, the Company entered into two separate Agreements pursuant to a Master Services Agreement with VivaCell Biotechnology España, S.L.U ("VivaCell"), a subsidiary of Emerald Health Research, Inc., which is 100%-owned by Sciences. Under the Agreements, VivaCell will provide research and development services pursuant to agreed-upon project plans for the research and development of SBI-200 and the preclinical development services for novel derivatives. Payment for services are based on the negotiated amounts for the completion of agreed upon objectives as provided in the Agreements. The Company did not incur any expenses for the three and nine months ended September 30, 2023. For the three and nine months ended September 30, 2022, the Company incurred $0 and $87,926, respectively, in expenses under the Agreements. As of December 31, 2022, the Company recognized prepaid asset in the amount of $8,056. In 2021, the Company entered into an Exclusive Sponsored Research Agreement (the “ESRA”) with VivaCell to fund certain research and development programs. The Company will have the right to use all data, products, and information, including intellectual property, which are generated in the performance of the research under each and all projects funded by the Company pursuant to the ESRA. VivaCell assigns and agrees to assign to the Company all rights to any intellectual property created or reduced-to-practice under or as a part of a project funded by the Company pursuant to the ESRA. The Company has agreed to pay to VivaCell a royalty based on any and all licensing revenue or other consideration paid to the Company by a third-party licensee, assignee or purchaser of intellectual property rights created under the ESRA. For the three and nine months ended September 30, 2023, and September 30, 2022, the Company incurred $0 and $50,000, and $50,000 and $150,000, respectively, in research and development expenses related to the retainer under the ESRA. As of September 30, 2023, and December 31, 2022, the Company has recognized $0 and $50,000 in accounts payable - related parties, respectively, related to the retainer under the ESRA. On March 1, 2022, the Company entered into a research project with VivaCell under the ESRA Agreement for the development of a screening platform for anteroposterior ocular diseases. The project budget is $190,500. For the three and nine months ended September 30, 2023, and September 30, 2022, the Company incurred $0 and $39,167, and $47,000 and $167,000, respectively, of research and development expenses under the ESRA. As of September 30, 2023, and December 31, 2022, the Company recognized $0 and $7,835 in other current liabilities, and $0 and $47,001 in accounts payable- related parties under this agreement. On May 8, 2023, the Company terminated the ESRA effective March 31, 2023, and Vivacell waived the required notice period under the ESRA. Management Conflicts Until the date of the EHT Acquisition, the Company's CEO, Punit Dhillon, was a board member of the Company and EHT (Note 3). |
Commitment and Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Office Lease The Company leases office space for its corporate headquarters, located at 11250 El Camino Real, Suite 100 San Diego, California 92130. The original lease term was effective from September 1, 2021 through October 31, 2023 and contained a renewal option for a two-year extension after the current expiration date. At the commencement date, the Company did not expect to exercise the renewal option, and has therefore excluded the option from the calculation of the right of use asset and lease liability. The lease provides for two months of rent abatement and the initial monthly rent is $8,067 per month with annual increases of 3% commencing on November 1, 2022. The lease included non-lease components (i.e., property management costs) that are paid separately from rent, based on actual costs incurred, and therefore were not included in the right-of-use asset and lease liability but are reflected as an expense in the period incurred. In calculating the present value of the lease payments, the Company has elected to utilize its incremental borrowing rate based on the lease term. The Company entered into an amended and restated lease agreement on June 27, 2023 for its corporate headquarters, extending the lease term to 62 months, retroactive to September 1, 2021 through October 31, 2026. The Company treated the amended and restated lease agreement as a single modified lease. For the three and nine months ended September 30, 2023 and 2022, lease expense was $26,076 and $71,910, $22,675 and $68,026, respectively, from the Company's non-cancellable operating lease. The remaining lease term and discount rate related to the operating lease are presented in the following table: September 30, 2023 Weighted-average remaining term – operating lease (in years) 3.08 Weighted-average discount rate – operating lease 15 % Future minimum lease payments as of September 30, 2023 are presented in the following table: Year: 2023 $ 25,427 2024 103,216 2025 106,313 2026 90,797 Total future minimum lease payments: 325,753 Less imputed interest (66,566) Total $ 259,187 Reported as: Operating lease liability $ 68,677 Operating lease liability, net of current portion 190,510 Total lease liability $ 259,187 General Litigation and Disputes From time to time, in the normal course of operations, the Company may be a party to litigation and other dispute matters and claims. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. An unfavorable outcome to any legal matter, if material, could have a materially adverse effect on the Company’s operations or financial position, liquidity or results of operations. Wendy Cunning vs Skye Bioscience, Inc. The Company is a party to a legal proceeding with a former employee alleging, among other things, wrongful termination, violation of whistleblower protections under the Sarbanes-Oxley Act of 2002, and retaliation under California law against the Company relating to certain actions and events that occurred with the Company's former management during the employee's employment term from March 2018 to July 2019. The case, entitled Wendy Cunning vs Skye Bioscience, Inc. , was filed in U.S. District Court (the "District Court") for the Central District of California (the “Cunning Lawsuit”). On January 18, 2023, a jury rendered a verdict in favor of Ms. Cunning and awarded her $512,500 in economic damages (e.g., lost earnings, future earnings and interest), $840,960 in non-economic damages (e.g., emotional distress) and $3,500,000 in punitive damages. On February 13, 2023, the Company received the final judgment on the special verdict (the "Final Judgment") from the District Court. On August 2, 2023, the District Court ruled on the plaintiff's motion for attorney fees and awarded the plaintiff $1,200,008. Based on this order, the Company reduced the aggregate estimate for the legal contingency by $151,842, the difference between the attorney fees awarded by the District Court and the Company's previous estimate. Immediately prior to the closing of the PIPE Financing, on August 17, 2023, the Company obtained a stay on enforcement of the judgment in the Cunning Lawsuit by posting an appeal bond in the amount of $9,080,202. On October 19, 2023, the Company received the final orders from the District Court denying the post-trial motions that the Company filed with the District Court in March 2023 seeking judgment as a matter of law, a new trial, and/or a reduction of the judgment. Additionally, in March of 2023, the Company appealed the judgment in the Cunning Lawsuit to the Ninth District Court of Appeals, which is moving forward now that the District Court has ruled on the post-trial motions. The Company strongly believes that this case was incorrectly decided as to liability, the amount of compensatory damages, and the appropriateness and amount of punitive damages. The Company is challenging the verdict in the Ninth District Court of Appeals and is pursuing reimbursement under its existing insurance policies, but given the jury verdict, the Company has determined that a loss is probable and accordingly have recorded a legal contingency expense and a current balance sheet liability for the total amount of the jury verdict. The Company has recorded an aggregate estimate for the legal contingency of $6,053,468 plus accrued interest of $158,851 at an annual interest rate of 4.9% on the judgment and 5.38% on the legal fees, which is determined by the Superior Court of California. Depending on the judge's final order on the post-trial motions and appeal, it is reasonably possible that the legal contingency booked could materially change after the issuance of these financials. For the three and nine months ended September 30, 2023, the Company recorded interest income of $23,320 and expense of $158,851, respectively, which is reflected as an increase to the estimated legal contingency on the Condensed Consolidated Balance Sheet (Note 6). Skye Bioscience, Inc. vs Partner Re Ireland Insurance In February 2023, the Company brought a suit against the Company's D&O carrier, Partner Re Ireland Insurance DAC ("Partner Re"), bringing claims for (a) breach of contract, (2) tortious breach of the implied covenant of good faith and fair dealing and (3) declaratory relief that Partner Re is obligated to reimburse the Company for the defense fees and costs incurred in defense of the Cunning Lawsuit and must indemnify the Company for any settlement or judgment in the Cunning Lawsuit. The Company's allegations arise out of Partner Re's refusal to reimburse the Company for costs incurred by the Company in defending the Cunning Lawsuit. The case, entitled Skye Bioscience, Inc., v. Partner Re Ireland Insurance DAC , was filed in the United Stated District Court for the Central District of California. On April 17, 2023, Partner Re filed a motion to dismiss the Company's complaint pursuant to Federal Rule of Civil Procedure 12(b)(6). On June 20, 2023, the judge issued a final ruling in favor of the Company and denied Partner Re's motion to dismiss the Company's lawsuit. In its ruling, the Court rejected Partner Re's primary basis for denying coverage. Based on the outcome, the Company is pursuing up to $5,000,000 in coverage less the deductible to cover legal expenses incurred and the final verdict or settlement of the Cunning Lawsuit. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Increase to Authorized Shares of Capital Stock On September 29, 2023, the Board and stockholders representing a majority of the voting power of the outstanding shares of voting stock of the Company (the “Majority Stockholders”) adopted resolutions by unanimous written consent approving an amendment to the Articles of Incorporation of the Company (the “Charter Amendment”) to increase its authorized shares of common stock to 100,000,000. The Company filed the Charter Amendment with the Nevada Secretary of State on November 6, 2023. Increase to Authorized Equity Incentive Pool under the 2014 Amended and Restated Plan On September 29, 2023, the Board and Majority Stockholders adopted and approved Amendment No. 1 to the 2014 Amended and Restated Plan. Amendment No. 1 to the 2014 Amended and Restated Plan became effective on November 6, 2023. The 2014 Amended and Restated Plan was amended to increase the aggregate number of shares of the Company’s common stock authorized for issuance under the Plan to 1,846,883 shares of common stock, while retaining the automatic share replenishment feature which provides that each January 1 beginning in 2024 and ending on (and including) January 1, 2032 the number of shares will increase by 5% of the outstanding shares of common stock as of the prior December 31 of the preceding calendar year. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation In the opinion of management, the accompanying Unaudited Interim Condensed Consolidated Financial Statements have been prepared on a consistent basis with the Company’s Audited Consolidated Financial Statements as of and for the year ended December 31, 2022, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein. The Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and therefore, omit certain information and footnote disclosures necessary to present the financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or any future periods. The Condensed Consolidated Balance Sheet as of December 31, 2022, was derived from the Company’s audited financial statements as of December 31, 2022, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2023. The Unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, which includes a broader discussion of the Company’s business and the risks inherent therein. Certain reclassifications have been made to the amounts in prior periods to conform to the current period’s presentation, primarily the separate classification of prepaid expenses, other current assets, insurance premium loan payable and other current liabilities. Such reclassifications did not have a material impact on the Unaudited Condensed Financial Statements. Reverse Stock Split On September 6, 2023, the Company filed a Certificate of Change and Certificate of Correction with the Secretary of State of the State of Nevada which effected a reverse stock split at a ratio of one-for-two hundred and fifty (1-for-250) of the Company's issued and outstanding shares of common stock as of 12:01 a.m. Eastern Standard Time on September 8, 2023 . The Company did not issue fractional shares in the reverse stock split and elected to issue one whole share for each fractional share which resulted in the issuance of 26,349 common shares to our existing stockholders. The Company's financial statements have been adjusted on a retrospective basis to reflect the change. Assets Held for Sale On November 10, 2022, the Company completed the EHT Acquisition in accordance with the Arrangement Agreement. At the time of the EHT Acquisition there were arrangements in place to sell the acquired assets and liabilities that comprised two of EHT's subsidiaries, Emerald Health Therapeutics Canada, Inc. ("EHTC") and VDL. As a result, EHTC and VDL were considered held for sale since the EHT Acquisition and the Company has classified the associated assets of VDL as held for sale on the Condensed Consolidated Balance Sheets and the period costs related to both EHTC and VDL have been presented as wind-down costs in the Consolidated Statements of Operations. EHTC was divested on December 28, 2022, and VDL was divested on February 9, 2023 (see Note 3). During the quarter ended September 30, 2023, the Board approved a plan to pursue the sale of the real estate held by AVI, which is substantially the only asset held by AVI. Assets meeting the held-for-sale criteria are classified as held for sale on the Condensed Consolidated Balance Sheets in subsequent periods until sold. Assets that meet the held-for-sale criteria are held for sale and reported at the lower of their carrying value or their fair value, less estimated costs to sell. Changes in fair value are recorded as a gain or loss in the results of operations but not to exceed the original carrying value. Due to the asset acquisition accounting on the date of the EHT Acquisition, AVI had no initial carrying value. Derecognition of Nonfinancial Assets The Company generally accounts for sales of nonfinancial assets that are outside the scope of our ordinary activities under ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets . Pursuant to ASC 610-20, the Company applies the guidance in ASC 606 to determine if a contract exists, identify the distinct nonfinancial assets, and determine when control transfers and, therefore, when to derecognize the nonfinancial asset. Additionally, the Company applies the measurement principles of ASC 606 to determine the amount of consideration, if any, to include in the calculation of the gain or loss for the sale of the nonfinancial asset. Refer to Note 3 for further information. |
Principles of Consolidation | Principles of ConsolidationThe accompanying consolidated financial statements as of September 30, 2023, include the accounts of the Company and its wholly owned subsidiaries Skye Bioscience Pty Ltd (“SKYE Bioscience Australia“), EHT, AVI, BRB, Ruiyi Acquisition Corporation, and Nemus Sub. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Unaudited Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Unaudited Condensed Consolidated Financial Statements and the reported amounts of income and expense during the reporting period. Actual results could differ from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s financial statements include estimates and judgements as to the appropriate carrying values of equity instruments, debt with embedded features, estimates related to the Company's estimation of the percentage of completion under its research and development contracts, contingent legal liabilities, fair value of assets acquired, and the valuation of stock based compensation awards, which are not readily apparent from other sources. |
Risks and Uncertainties | Risks and Uncertainties The Company’s operations are subject to a number of risks and uncertainties, including but not limited to, the need to obtain immediate funding to continue operations, changes in the general economy, the size and growth of the potential markets for any of the Company’s product candidates, uncertainties related to the current global environment, including economic factors such as inflation, and risks related to the global supply chain disruptions (Note 1), risks related to operating primarily in a virtual environment, results of research and development activities, uncertainties surrounding regulatory developments in the United States, Canada, the European Union, and Australia and the Company’s ability to attract new funding. As noted above, in January 2023 the Company was subject to an unfavorable outcome in a lawsuit with a former employee which resulted in the recognition of an estimated legal contingency of $6,212,319. The Company intends to vigorously challenge the verdict in the trial court and appeal and pursue reimbursement under its existing insurance policies. However, the outcome of the litigation and the amount recoverable under its existing insurance policies, if any, is inherently uncertain (Note 12). Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The carrying values of those investments approximate their fair value due to their short maturity and liquidity. Cash includes cash on hand and amounts on deposit with financial institutions, which amounts may at times exceed federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk. As of September 30, 2023, and December 31, 2022, the Company has $0 and $25,842 cash equivalents, respectively. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense is estimated at the grant date based on the fair value of the award, and the fair value is recognized as expense ratably over the vesting period with forfeitures accounted for as they occur. Upon the exercise of stock option awards, the Company's policy is to issue new shares of its common stock. The Company uses the Black-Scholes valuation method for estimating the grant date fair value of stock options using the following assumptions: • Volatility - Stock price volatility is estimated over the expected term based on a blended weekly rate of industry peers stock volatility. • Expected term - The expected term is based on a simplified method which defines the life as the weighted average of the contractual term of the options and the vesting period for each award. • Risk-free rate - The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. Treasury securities in effect during the period in which the awards were granted. • Dividends - The dividend yield assumption is based on the Company’s history and expectation of paying no dividends in the foreseeable future. The Company accounts for liability-classified stock option awards (“liability options”) under ASC 718 - Compensation - Stock Compensation (“ASC 718”), under which the Company accounts for its awards containing other conditions as liability classified instruments. Liability options are initially recognized at fair value in stock-compensation expense and subsequently re-measured to their fair values at each reporting date with changes in the fair value recognized in share-based compensation expense or additional paid-in capital upon settlement or cancellation. Additionally, the Company uses the Monte Carlo Simulation model to evaluate the derived service period and fair value of awards with market conditions, including assumptions of historical volatility and risk-free interest rate commensurate with the vesting term. |
Loss Per Common Share | Loss Per Common Share The Company applies ASC No. 260, Earnings per Share |
Government Assistance | Government Assistance The Company adopted ASU 2021-10 Government Assistance |
Commitments and Contingencies | Commitments and Contingencies The Company follows ASC 440, Commitments and ASC 450, Contingencies , subtopic 450-20 to report accounting for contingencies and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity . This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods beginning after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in fiscal periods ending after December 15, 2020. Upon implementation, the Company may use either a modified retrospective or full retrospective method of adoption. The adoption of ASU 2020-06 will, result in expanded disclosures around convertible instruments and remove the requirement to assess and record beneficial conversion features. The Company currently plans to adopt the provisions of this ASU on the effective date using a modified retrospective method of adoption. |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Asset Acquisition Transaction | Below is a summary of the total consideration, assets acquired and the liabilities assumed in connection with the BRB Acquisition: August 18, 2023 Purchase consideration Common stock $ 21,609,586 (a) Total consideration $ 21,609,586 Assets acquired and liabilities assumed: IPR&D asset $ 21,215,214 Cash and cash equivalents 1,076,740 Prepaid expenses 4,800 Accounts payable (73,473) Other current liabilities (613,695) Total net assets acquired $ 21,609,586 (a) Equal to the aggregate common shares issued of 5,436,378, multiplied by the Company's closing stock price of $3.98 as of August 18, 2023. |
Other Current Assets and Liab_2
Other Current Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Other Assets And Liabilities, Current [Abstract] | |
Schedule of other current assets | Other current assets consist of the following: As of September 30, 2023 As of December 31, 2022 AusIndustry incentive $ 526,516 $ 179,687 Other tax receivables 324,089 204,480 Total other current assets 17,314 97,421 $ 867,919 $ 481,588 |
Schedule of other current liabilities | Other current liabilities consist of the following: As of September 30, 2023 As of December 31, 2022 Research and development costs $ 232,588 $ 40,597 EHT Acquisition - contingent liability 217,994 134,896 Legal fees 162,156 227,350 Professional fees 127,319 — Travel and entertainment expenses 74,500 — Deposit - Verdélite SPA — 553,800 Other accrued liabilities 106,992 410,351 $ 921,549 $ 1,366,994 |
Warrants and Derivative Liabi_2
Warrants and Derivative Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants vested and outstanding | Warrants vested and outstanding as of September 30, 2023 are summarized as follows: Source Exercise Weighted Number of 2015 Common Stock Warrants $ 1,250.00 1.57 400 2016 Common Stock Warrants to Service Providers 287.50 3.09 160 2019 Common Stock Warrants 87.50 1.15 32,000 2020 Common Stock Warrants to Placement Agent 20.00 1.84 32,668 2021 Inducement Warrants 37.50 2.82 84,667 2021 Inducement Warrants to Placement Agent 47.00 2.82 5,927 2021 Common Stock Warrants 22.50 3.00 311,113 2021 Common Stock Warrants to Placement Agent 27.50 3.00 21,778 2022 Common Stock Warrants to Service Provider 10.00 0.50 8,000 November 2019 EHT Common Stock Warrants 72.25 1.17 34,213 November 2019 EHT Common Stock Warrants 37.25 1.25 3,783 December 2019 EHT Common Stock Warrants 37.25 1.36 80,694 August 2023 Convertible Note Common Stock Warrants 5.16 9.89 340,000 August 2023 PIPE Financing Common Stock Warrants 5.16 9.89 2,325,537 Total warrants outstanding as of September 30, 2023 3,280,940 |
Schedule of the activity of derivative liabilities | The following table summarizes the activity of the derivative liability for the period indicated: Nine Months Ended September 30, 2022 December 31, 2021 Fair Value of Derivative Liability Fair Change in Reclassification September 30, 2022 Fair Value of Derivative Liability Emerald Financing - warrant liability $ 59,732 $ — $ (59,406) $ — $ 326 Total derivative liability $ 59,732 $ — $ (59,406) $ — $ 326 |
Schedule of input and valuation technique used to value warrant liabilities | The warrants vested immediately and the fair value of $7,881,972 was determined using the Black-Scholes Merton option pricing model with the following assumptions: August 18, Dividend yield 0.00 % Volatility factor 87.88 % Risk-free interest rate 4.26 % Expected term (years) 10 Underlying common stock price $ 5.16 August 18, Dividend yield 0.00 % Volatility factor 87.88 % Risk-free interest rate 4.26 % Expected term (years) 10 Underlying common stock price $ 5.16 The warrant liability is valued at the balance sheet date using the following assumptions: December 31, Dividend yield — % Volatility factor 140.83 % Risk-free interest rate 4.21 % Expected term (years) 0.13 Underlying common stock price $ 4.00 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of interest expense | The Company’s interest expense consists of the following: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Related party interest expense – stated rate $ 60,274 $ 44,086 $ 76,227 $ 130,824 Insurance premium loan payable – stated rate 2,162 1,602 5,764 4,273 Legal judgment interest (income) expense (23,320) — 158,851 — Bond premium 59,930 — 59,930 — Premium on irrevocable letter of credit 69,861 — 69,861 — Other interest expense — — 3,102 — Non-cash interest expense: Amortization of debt discount 99,587 165,082 99,587 479,133 Amortization of transaction costs 2,813 459 2,813 1,333 $ 271,307 $ 211,229 $ 476,135 $ 615,563 |
Schedule of debt | The Company’s convertible debt consists of the following: As of September 30, December 31, Total principal value of convertible note - related party, net of discount $ 5,000,000 $ — Total principal value of convertible multi-draw credit agreement - related party — 1,848,375 Unamortized debt discount (831,989) — Unamortized debt issuance costs (23,503) — Carrying value of total convertible debt - related party $ 4,144,508 $ 1,848,375 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of stock option activity | The following is a summary of option activities under the Company’s 2014 Amended and Restated Plan for the nine months ended September 30, 2023: Number of Weighted Weighted Aggregate Intrinsic Value* Outstanding, December 31, 2022 171,980 $ 45.00 7.14 $ — Granted 322,479 3.59 — Exercised — — Cancelled (37,404) 112.53 Forfeited (14,252) 14.51 Outstanding, September 30, 2023 442,803 $ 9.73 9.12 $ — Exercisable, September 30, 2023 100,389 $ 26.73 7.26 $ — *The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the stock options at September 30, 2023 for those stock options for which the quoted market price was in excess of the exercise price ("in-the-money options"). |
Schedule of fair value assumptions of stock option granted | The fair value of the Company's stock option grants were estimated on the date of grant using the Black-Scholes option-pricing model under the following assumptions: Nine Months Ended Dividend yield —% Volatility factor 87.9 - 127.0% Risk-free interest rate 3.86 - 4.61% Expected term (years) 5.27 - 6.08 |
Schedule of stock-based compensation expense | The Company recognized stock-based compensation expense, including compensation expense for warrants with vesting provisions issued to a service provider (Note 5), and the RSUs discussed above, in its Unaudited Condensed Consolidated Statements of Operations as follows: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Research and development $ 33,724 $ 23,966 $ 90,725 $ 64,507 General and administrative 126,483 120,158 303,932 361,339 $ 160,207 $ 144,124 $ 394,657 $ 425,846 |
Schedule of Share-Based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair value of the Company's performance-based RSUs were estimated on the date of grant under the following assumptions: Nine Months Ended Dividend yield $— Volatility factor 87.4- 87.9% Risk-free interest rate 4.21- 4.54% Derived service periods (years) 1.20 - 3.67 |
Loss Per Share of Common Stock
Loss Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following tables are a reconciliation of the numerators and denominators used in the calculation of basic and diluted net loss per share computations: Three Months Ended September 30, Nine Months Ended 2023 2022 2023 2022 Basic EPS and diluted EPS: Loss (Numerator) Net loss $ (24,945,834) $ (3,127,283) $ (33,224,854) $ (9,589,960) Shares (Denominator) Weighted average common shares outstanding 7,880,546 1,983,700 5,207,411 1,983,566 Per-Share Amount $ (3.17) $ (1.58) $ (6.38) $ (4.83) |
Schedule of anti-dilutive securities | The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been anti-dilutive: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 442,803 151,020 442,803 151,020 Common shares underlying convertible debt 980,673 22,644 980,673 22,644 Warrants 3,280,940 544,753 3,280,940 544,753 Unvested restricted stock units 843,110 16,000 843,110 16,000 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of lease information | The remaining lease term and discount rate related to the operating lease are presented in the following table: September 30, 2023 Weighted-average remaining term – operating lease (in years) 3.08 Weighted-average discount rate – operating lease 15 % Reported as: Operating lease liability $ 68,677 Operating lease liability, net of current portion 190,510 Total lease liability $ 259,187 |
Schedule of future minimum lease payments | Future minimum lease payments as of September 30, 2023 are presented in the following table: Year: 2023 $ 25,427 2024 103,216 2025 106,313 2026 90,797 Total future minimum lease payments: 325,753 Less imputed interest (66,566) Total $ 259,187 |
Nature of Operations and Busi_2
Nature of Operations and Business Activities (Details) | 3 Months Ended | 9 Months Ended | |||||||||||||
Aug. 18, 2023 USD ($) $ / shares | Aug. 15, 2023 USD ($) $ / shares shares | Feb. 16, 2023 USD ($) $ / shares shares | Nov. 10, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Jul. 24, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Working capital deficit | $ (1,567,627) | $ (1,567,627) | |||||||||||||
Accumulated deficit | 99,962,619 | 99,962,619 | $ 66,737,765 | ||||||||||||
Cash and cash equivalents | 5,126,245 | $ 415,389 | 5,126,245 | $ 415,389 | |||||||||||
Operating loss | 24,705,766 | 2,922,282 | 30,648,916 | 9,028,662 | |||||||||||
Net loss | 24,945,834 | $ 3,111,500 | $ 5,167,520 | $ 3,127,283 | $ 3,419,278 | $ 3,043,399 | 33,224,854 | $ 9,589,960 | |||||||
Estimate for legal contingency | 6,212,319 | 6,212,319 | $ 6,212,319 | $ 6,205,310 | |||||||||||
Coverage received to cover legal expenses | $ 5,000,000 | $ 5,000,000 | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||||||
Number of EHT warrants outstanding (in shares) | shares | 0 | ||||||||||||||
Number of Warrants Vested and Outstanding (in shares) | shares | 3,280,940 | 3,280,940 | |||||||||||||
Bird Rock Bio Sub, Inc. (BRB) | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Equity interest issued or issuable (in shares) | shares | 5,436,378 | ||||||||||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 21,609,586 | ||||||||||||||
Business combination, consideration transferred, equity interests issued and issuable, par value | $ / shares | $ 0.001 | ||||||||||||||
Bridge Loan | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Debt, face amount | $ 250,000 | ||||||||||||||
MTA Warrants, Credit Consideration | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Common stock issuance costs | $ 1,597,236 | $ 1,597,236 | |||||||||||||
Common Stock Warrants | MTA Warrants | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 282,905 | $ 282,905 | $ 282,905 | ||||||||||||
August 2023 PIPE Financing Common Stock Warrants | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.16 | $ 5.16 | $ 5.16 | ||||||||||||
Number of Warrants Vested and Outstanding (in shares) | shares | 2,325,537 | 2,325,537 | |||||||||||||
Class Of Warrant or Right, Issued, Acquisition | shares | 2,989,981 | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 11,734,947 | ||||||||||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Aggregate purchase price | $ 9,451,233 | ||||||||||||||
Proceeds from asset sale, net of legal expenses | $ 5,532,266 | ||||||||||||||
Emerald Health Therapeutics, Inc. | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Exchange ratio | 1.95 | ||||||||||||||
Bird Rock Bio Sub, Inc. (BRB) | |||||||||||||||
Nature Of Operations And Business Activities [Line Items] | |||||||||||||||
Underlying common stock price (in dollars per share) | $ / shares | $ 5.16 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 06, 2023 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Jan. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Nature Of Operations And Business Activities [Line Items] | |||||
Estimate for legal contingency | $ 6,212,319 | $ 6,212,319 | $ 6,212,319 | $ 6,205,310 | |
Cash, Cash Equivalents, and Short-Term Investments | 0 | 0 | 25,842 | ||
Other current assets | 867,919 | 867,919 | 481,588 | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.004 | ||||
Stock Issued During Period, Shares, Stock Splits | shares | 26,349 | ||||
Investment Tax Credit | 170,773 | 170,773 | |||
Accounting Standards Update 2021-10 | |||||
Nature Of Operations And Business Activities [Line Items] | |||||
Other current assets | $ 526,516 | $ 526,516 | $ 179,687 |
Asset Acquisitions - Narrative
Asset Acquisitions - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||||||
Aug. 18, 2023 USD ($) $ / shares shares | Feb. 09, 2023 | Nov. 10, 2022 USD ($) installment | Sep. 30, 2023 USD ($) | Mar. 31, 2023 shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||
Common stock issued in acquisition of IPR&D asset | $ 21,609,586 | |||||||
Wind-down costs | $ (14,677) | $ 0 | $ 455,504 | $ 0 | ||||
Asset Acquisition, Share Price | $ / shares | 3.98 | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | ||||||||
Business Acquisition [Line Items] | ||||||||
Aggregate purchase price | $ 9,451,233 | |||||||
Non-refundable deposit | 557,705 | |||||||
Amount paid | 5,532,266 | |||||||
Loss on sale | 307,086 | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | Disposal Group, Tranche One | ||||||||
Business Acquisition [Line Items] | ||||||||
Amount paid | $ 370,350 | |||||||
Number of installments | installment | 5 | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | Disposal Group, Tranche Two | ||||||||
Business Acquisition [Line Items] | ||||||||
Amount paid | $ 2,777,625 | |||||||
Number of installments | installment | 3 | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | Installment Term One | ||||||||
Business Acquisition [Line Items] | ||||||||
Installment term | 18 months | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | Installment Term Two | ||||||||
Business Acquisition [Line Items] | ||||||||
Installment term | 30 months | |||||||
Discontinued Operations, Disposed of by Sale | Verdelite SPA | Installment Term Three | ||||||||
Business Acquisition [Line Items] | ||||||||
Installment term | 42 months | |||||||
Bird Rock Bio Sub, Inc. (BRB) | ||||||||
Business Acquisition [Line Items] | ||||||||
Common stock issued in acquisition of IPR&D asset (in shares) | shares | 3,872,184 | |||||||
Common stock issued in acquisition of IPR&D asset | $ 20,000,000 | |||||||
Stock Issued During Period, Shares, Acquisitions, Period Increase (Decrease) | shares | 1,564,194 | |||||||
Underlying common stock price (in dollars per share) | $ / shares | $ 5.16 | |||||||
Asset Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 5,436,378 | 5,436,378 | ||||||
Asset Acquisition, Percentage of Voting Interests Acquired | 100% | |||||||
Emerald Health Therapeutics, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Wind-down costs | $ 38,054 |
Asset Acquisitions - Schedule o
Asset Acquisitions - Schedule of Total Consideration for BRB Acquisition (Details) - Bird Rock Bio Sub, Inc. (BRB) | Aug. 18, 2023 USD ($) |
Asset Acquisition [Line Items] | |
Common stock | $ 21,609,586 |
Total consideration | 21,609,586 |
IPR&D asset | 21,215,214 |
Cash and cash equivalents | 1,076,740 |
Prepaid expenses | 4,800 |
Accounts payable | (73,473) |
Other current liabilities | (613,695) |
Asset Acquisition, Assets Acquired And Liabilities Assumed, Net | $ 21,609,586 |
Other Current Assets and Liab_3
Other Current Assets and Liabilities - Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities, Current [Abstract] | ||
AusIndustry incentive | $ 526,516 | $ 179,687 |
Other tax receivables | 324,089 | 204,480 |
Total other current assets | 17,314 | 97,421 |
Other current assets | $ 867,919 | $ 481,588 |
Other Current Assets and Liab_4
Other Current Assets and Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Other Assets And Liabilities, Current [Abstract] | ||
Research and development costs | $ 232,588 | $ 40,597 |
EHT Acquisition - contingent liability | 217,994 | 134,896 |
Legal fees | 162,156 | 227,350 |
Professional fees | 127,319 | 0 |
Travel and entertainment expenses | 74,500 | 0 |
Deposit - Verdélite SPA | 0 | 553,800 |
Other accrued liabilities | 106,992 | 410,351 |
Total other current liabilities | $ 921,549 | $ 1,366,994 |
Warrants and Derivative Liabi_3
Warrants and Derivative Liabilities - Schedule of Warrants Vested and Outstanding (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2023 | Aug. 15, 2023 | |
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 25 | |
Number of Warrants Vested and Outstanding (in shares) | 3,280,940 | |
2015 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 1,250 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 6 months 25 days | |
Number of Warrants Vested and Outstanding (in shares) | 400 | |
2016 Common Stock Warrants to Service Providers | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 287.50 | |
Weighted Average Remaining Contractual Term (Years) | 3 years 1 month 2 days | |
Number of Warrants Vested and Outstanding (in shares) | 160 | |
2019 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 87.50 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 1 month 24 days | |
Number of Warrants Vested and Outstanding (in shares) | 32,000 | |
2020 Common Stock Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 20 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 10 months 2 days | |
Number of Warrants Vested and Outstanding (in shares) | 32,668 | |
2021 Inducement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 37.50 | |
Weighted Average Remaining Contractual Term (Years) | 2 years 9 months 25 days | |
Number of Warrants Vested and Outstanding (in shares) | 84,667 | |
2021 Inducement Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 47 | |
Weighted Average Remaining Contractual Term (Years) | 2 years 9 months 25 days | |
Number of Warrants Vested and Outstanding (in shares) | 5,927 | |
2021 Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 22.50 | |
Weighted Average Remaining Contractual Term (Years) | 3 years | |
Number of Warrants Vested and Outstanding (in shares) | 311,113 | |
2021 Common Stock Warrants to Placement Agent | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 27.50 | |
Weighted Average Remaining Contractual Term (Years) | 3 years | |
Number of Warrants Vested and Outstanding (in shares) | 21,778 | |
2022 Common Stock Warrants to Service Provider | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 10 | |
Weighted Average Remaining Contractual Term (Years) | 6 months | |
Number of Warrants Vested and Outstanding (in shares) | 8,000 | |
November 2019 EHT Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 72.25 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 2 months 1 day | |
Number of Warrants Vested and Outstanding (in shares) | 34,213 | |
November 2019 EHT Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 37.25 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 3 months | |
Number of Warrants Vested and Outstanding (in shares) | 3,783 | |
December 2019 EHT Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 37.25 | |
Weighted Average Remaining Contractual Term (Years) | 1 year 4 months 9 days | |
Number of Warrants Vested and Outstanding (in shares) | 80,694 | |
August 2023 Convertible Note Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 5.16 | |
Weighted Average Remaining Contractual Term (Years) | 9 years 10 months 20 days | |
Number of Warrants Vested and Outstanding (in shares) | 340,000 | |
August 2023 PIPE Financing Common Stock Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price (in dollars per share) | $ 5.16 | $ 5.16 |
Weighted Average Remaining Contractual Term (Years) | 9 years 10 months 20 days | |
Number of Warrants Vested and Outstanding (in shares) | 2,325,537 |
Warrants and Derivative Liabi_4
Warrants and Derivative Liabilities - Narrative (Details) - USD ($) | 9 Months Ended | |||
Feb. 22, 2023 | Feb. 16, 2023 | Sep. 30, 2023 | Aug. 15, 2023 | |
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 25 | |||
Number of Warrants Vested and Outstanding (in shares) | 3,280,940 | |||
2021 Common Stock Warrants to Placement Agent | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 27.50 | |||
Number of Warrants Vested and Outstanding (in shares) | 21,778 | |||
2021 Common Stock Warrants to Placement Agent | MTA Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares issued in transaction (in shares) | 66,566 | 66,566 | ||
Exercise price (in dollars per share) | $ 4.25 | |||
Common Stock Warrants | MTA Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 282,905 | $ 282,905 | ||
August 2023 PIPE Financing Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 5.16 | $ 5.16 | ||
Number of Warrants Vested and Outstanding (in shares) | 2,325,537 | |||
Proceeds from issuance of warrants | $ 4,784,894 | |||
Fair value of warrants | $ 7,881,972 | |||
August 2023 Convertible Note Common Stock Warrants | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price (in dollars per share) | $ 5.16 | |||
Number of Warrants Vested and Outstanding (in shares) | 340,000 | |||
Proceeds from issuance of warrants | $ 931,576 | |||
Fair value of warrants | $ 1,144,886 |
Warrants and Derivative Liabi_5
Warrants and Derivative Liabilities - Schedule of Derivative Liability Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Of Derivative Liabilities [Roll Forward] | ||
Fair Value of Derivative Liabilities, beginning | $ 59,732 | |
Fair Value of Derivative Liability | 0 | |
Change in Fair Value of Derivative Liability | $ (3) | (59,406) |
Reclassification of Derivative to Equity | 0 | |
Fair Value of Derivative Liabilities, ending | 326 | |
Emerald Financing - warrant liability | ||
Fair Value Of Derivative Liabilities [Roll Forward] | ||
Fair Value of Derivative Liabilities, beginning | 59,732 | |
Fair Value of Derivative Liability | 0 | |
Change in Fair Value of Derivative Liability | (59,406) | |
Reclassification of Derivative to Equity | 0 | |
Fair Value of Derivative Liabilities, ending | $ 326 |
Warrants and Derivative Liabi_6
Warrants and Derivative Liabilities - Schedule of Input and Valuation Techniques Used to Value Warrant Liabilities (Details) - 2018 Emerald Financing Warrants | Dec. 31, 2022 $ / shares |
Class of Warrant or Right [Line Items] | |
Underlying common stock price (in dollars per share) | $ 4 |
Dividend yield | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0 |
Volatility factor | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 1.4083 |
Risk-free interest rate | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0.0421 |
Expected term (years) | |
Class of Warrant or Right [Line Items] | |
Expected term (years) | 1 month 17 days |
Warrants and Derivative Liabi_7
Warrants and Derivative Liabilities - Warrants Valuation Assumptions (Details) | Aug. 18, 2023 |
Dividend yield | August 2023 PIPE Financing Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0 |
Dividend yield | August 2023 Convertible Note Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0 |
Volatility factor | August 2023 PIPE Financing Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0.8788 |
Volatility factor | August 2023 Convertible Note Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0.8788 |
Risk-free interest rate | August 2023 PIPE Financing Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0.0426 |
Risk-free interest rate | August 2023 Convertible Note Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 0.0426 |
Expected term (years) | August 2023 PIPE Financing Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Expected term (years) | 10 years |
Expected term (years) | August 2023 Convertible Note Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Expected term (years) | 10 years |
Underlying common stock price | August 2023 PIPE Financing Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 5.16 |
Underlying common stock price | August 2023 Convertible Note Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding measurement input | 5.16 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Debt (Details) - USD ($) | Sep. 30, 2023 | Aug. 15, 2023 | Dec. 31, 2022 |
Total principal value of convertible note - related party, net of discount | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ (26,316) | ||
Total principal value of convertible note - related party, net of discount | Convertible debt | |||
Debt Instrument [Line Items] | |||
Conversion price (in dollars per share) | $ 5.16 | ||
Long-term debt, gross | $ 5,000,000 | $ 0 | |
Total principal value of convertible multi-draw credit agreement - related party | Convertible debt | |||
Debt Instrument [Line Items] | |||
Long-term debt, gross | 0 | 1,848,375 | |
Unamortized debt discount | (831,989) | 0 | |
Unamortized debt issuance costs | (23,503) | 0 | |
Carrying value of total convertible debt - related party | $ 4,144,508 | $ 1,848,375 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||
Aug. 15, 2023 USD ($) shares | Feb. 28, 2023 USD ($) | Feb. 22, 2023 shares | Feb. 16, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Feb. 15, 2023 $ / shares | Dec. 31, 2022 USD ($) | Sep. 15, 2021 business_day | |
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 25 | $ 25 | |||||||||
Debt conversion inducement expense | $ 0 | $ 0 | $ 1,383,285 | $ 0 | |||||||
Insurance premium loan payable | $ 22,654 | 22,654 | $ 55,451 | ||||||||
MTA Warrants, Credit Consideration | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Common stock issuance costs | $ 1,597,236 | $ 1,597,236 | |||||||||
2021 Common Stock Warrants to Placement Agent | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 27.50 | $ 27.50 | |||||||||
2021 Common Stock Warrants to Placement Agent | MTA Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.25 | ||||||||||
Number of shares issued in transaction (in shares) | shares | 66,566 | 66,566 | |||||||||
2021 Common Stock Warrants to Placement Agent | MTA Warrants, Credit Consideration | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 165,517 | 165,517 | |||||||||
Common Stock Warrants | MTA Warrants | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 282,905 | $ 282,905 | $ 282,905 | ||||||||
Insurance Premium Loan Payable | Loans Payable | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt, face amount | $ 203,884 | ||||||||||
Monthly installment amount | $ 22,654 | ||||||||||
Interest rate (as a percent) | 4.24% | ||||||||||
Prepaid expense | $ 67,961 | $ 67,961 | |||||||||
Insurance premium loan payable | $ 22,654 | $ 22,654 | |||||||||
Total principal value of convertible multi-draw credit agreement - related party | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate percentage (as a percent) | 7% | ||||||||||
Grace period (in days) | business_day | 5 | ||||||||||
Amended Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Conversion price (in dollars per share) | $ / shares | $ 9.65 | $ 9.6500 | $ 9.6500 | $ 100 | |||||||
Total principal value of convertible note - related party, net of discount | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, effective percentage | 31.39% | 31.39% | |||||||||
Total number of warrants issued (in shares) | shares | 340,000 | ||||||||||
Proceeds from convertible debt allocated to debt host | $ 4,068,424 | ||||||||||
Issuance costs | 26,316 | ||||||||||
Adjustments to additional paid in capital, stock issued, issuance costs | 6,026 | ||||||||||
Warrant issuance cost | 931,576 | ||||||||||
Proceeds from convertible debt allocated to freestanding warrants | 931,576 | ||||||||||
Debt, face amount | $ 5,000,000 | ||||||||||
Interest rate (as a percent) | 10% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Related party interest expense – stated rate | $ 60,274 | $ 44,086 | $ 76,227 | $ 130,824 |
Insurance premium loan payable – stated rate | 2,162 | 1,602 | 5,764 | 4,273 |
Legal judgment interest (income) expense | (23,320) | 0 | 158,851 | 0 |
Bond premium | 59,930 | 0 | 59,930 | 0 |
Premium on irrevocable letter of credit | 69,861 | 0 | 69,861 | 0 |
Other interest expense | 0 | 0 | 3,102 | 0 |
Non-cash interest expense: | ||||
Amortization of debt discount | 99,587 | 165,082 | 99,587 | 479,133 |
Amortization of transaction costs | 2,813 | 459 | 2,813 | 1,333 |
Interest expense | $ 271,307 | $ 211,229 | $ 476,135 | $ 615,563 |
Stockholders' Equity and Capi_2
Stockholders' Equity and Capitalization (Details) - USD ($) | 9 Months Ended | ||||||
Aug. 18, 2023 | Aug. 15, 2023 | Feb. 22, 2023 | Feb. 16, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Feb. 15, 2023 | |
Equity [Line Items] | |||||||
Exercise price (in dollars per share) | $ 25 | ||||||
Number of Warrants Vested and Outstanding (in shares) | 3,280,940 | ||||||
Bird Rock Bio Sub, Inc. (BRB) | |||||||
Equity [Line Items] | |||||||
Common stock issued in acquisition of IPR&D asset (in shares) | 3,872,184 | ||||||
Amended Credit Agreement | |||||||
Equity [Line Items] | |||||||
Conversion price (in dollars per share) | $ 9.65 | $ 9.6500 | $ 100 | ||||
MTA Warrants, Credit Consideration | |||||||
Equity [Line Items] | |||||||
Common stock issuance costs | $ 1,597,236 | $ 1,597,236 | |||||
Warrant | |||||||
Equity [Line Items] | |||||||
Warrants exercised (in shares) | 66,566 | ||||||
Intrinsic value of warrant exercises | $ 332,830 | ||||||
Exercise warrant (in shares) | 66,566 | ||||||
Proceeds from pre-funded warrant exercises | $ 282,905 | ||||||
2021 Common Stock Warrants to Placement Agent | |||||||
Equity [Line Items] | |||||||
Exercise price (in dollars per share) | $ 27.50 | ||||||
Number of Warrants Vested and Outstanding (in shares) | 21,778 | ||||||
2021 Common Stock Warrants to Placement Agent | MTA Warrants, Credit Consideration | |||||||
Equity [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 165,517 | 165,517 | |||||
2021 Common Stock Warrants to Placement Agent | MTA Warrants | |||||||
Equity [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 66,566 | 66,566 | |||||
Exercise price (in dollars per share) | $ 4.25 | ||||||
Common Stock Warrants | |||||||
Equity [Line Items] | |||||||
Proceeds from pre-funded warrant exercises | $ 11,734,947 | $ 0 | |||||
Common Stock Warrants | MTA Warrants | |||||||
Equity [Line Items] | |||||||
Exercise price (in dollars per share) | $ 282,905 | $ 282,905 | |||||
August 2023 PIPE Financing Common Stock Warrants | |||||||
Equity [Line Items] | |||||||
Exercise price (in dollars per share) | $ 5.16 | $ 5.16 | |||||
Number of Warrants Vested and Outstanding (in shares) | 2,325,537 | ||||||
Class Of Warrant or Right, Issued, Acquisition | 2,989,981 | ||||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ (265,053) | ||||||
Payments for Repurchase of Warrants | 12,000,000 | ||||||
Adjustments to Additional Paid in Capital, Warrant Issued | 2,228,638 | ||||||
Proceeds from Issuance or Sale of Equity | $ 11,734,947 | ||||||
Stock Issued During Period, Shares, New Issues, Acquisition | 664,444 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | 9 Months Ended | |||
Mar. 01, 2023 | Jun. 14, 2022 | Dec. 14, 2021 | Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amount of unrecognized compensation cost | $ 3,573,151 | |||
Recognized weighted average period (in years) | 4 years 29 days | |||
Independent Contractor Agreement [Member] | Jim Heppell | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Termination payment | $ 74,700 | |||
2014 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares, issued (in shares) | 364,879 | |||
Percentage of share reserve of the number of issued and outstanding shares (in percent) | 5% | |||
Number of shares reserved for future grants (in shares) | (751,463) | |||
2014 Plan | Share-Based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of stock options granted (in dollars per share) | $ 3.08 | |||
2014 Plan | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted (in shares) | 832,445 | |||
Granted (in dollars per share) | $ 2.56 | |||
2014 Plan | Restricted Stock Units | Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Issued percentage (as a percent) | 33% | |||
Vesting period (in years) | 3 years | |||
Granted (in shares) | 10,665 | |||
Granted (in dollars per share) | $ 14.43 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2014 Plan - Share-Based Payment Arrangement, Option - USD ($) | 6 Months Ended | 9 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Shares | |||
Balance at the beginning (in shares) | 171,980 | 171,980 | |
Granted (in shares) | 322,479 | ||
Exercised (in shares) | 0 | ||
Cancelled (in shares) | (37,404) | ||
Forfeited (in shares) | (14,252) | ||
Balance at the ending (in shares) | 442,803 | ||
Exercisable (in shares) | 100,389 | ||
Weighted Average Exercise Price | |||
Balance at the beginning (in dollars per share) | $ 45 | $ 45 | |
Granted (in dollars per share) | 3.59 | ||
Exercised (in dollars per share) | 0 | ||
Cancelled (in dollars per share) | 112.53 | ||
Forfeited (in dollars per share) | 14.51 | ||
Balance at the ending (in dollars per share) | 9.73 | ||
Exercisable (in dollars per share) | $ 26.73 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Weighted Average Remaining Contractual Term (Years) | 7 years 1 month 20 days | 9 years 1 month 13 days | |
Weighted Average Remaining Contractual Term, Exercisable | 7 years 3 months 3 days | ||
Aggregate Intrinsic Value | $ 0 | $ 0 | |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value Assumptions of Stock Option Granted (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement, Option | 2014 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Share-Based Payment Arrangement, Option | 2014 Plan | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 87.90% |
Risk-free interest rate | 3.86% |
Expected term (years) | 5 years 3 months 7 days |
Share-Based Payment Arrangement, Option | 2014 Plan | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 127% |
Risk-free interest rate | 4.61% |
Expected term (years) | 6 years 29 days |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Restricted Stock Units (RSUs) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 87.40% |
Risk-free interest rate | 4.21% |
Expected term (years) | 1 year 2 months 12 days |
Restricted Stock Units (RSUs) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility factor | 87.90% |
Risk-free interest rate | 4.54% |
Expected term (years) | 3 years 8 months 1 day |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 160,207 | $ 144,124 | $ 394,657 | $ 425,846 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | 33,724 | 23,966 | 90,725 | 64,507 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 126,483 | $ 120,158 | $ 303,932 | $ 361,339 |
Loss Per Share of Common Stoc_2
Loss Per Share of Common Stock - Schedule of earnings per share, basic and diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Basic: | ||||
Net loss | $ (24,945,834) | $ (3,127,283) | $ (33,224,854) | $ (9,589,960) |
Weighted average common shares outstanding – basic (in shares) | 7,880,546 | 1,983,700 | 5,207,411 | 1,983,566 |
Basic (in dollars per share) | $ (3.17) | $ (1.58) | $ (6.38) | $ (4.83) |
Earnings Per Share, Diluted [Abstract] | ||||
Net loss | $ (24,945,834) | $ (3,127,283) | $ (33,224,854) | $ (9,589,960) |
Weighted average common shares outstanding – diluted (in shares) | 7,880,546 | 1,983,700 | 5,207,411 | 1,983,566 |
Diluted (in dollars per share) | $ (3.17) | $ (1.58) | $ (6.38) | $ (4.83) |
Loss Per Share of Common Stoc_3
Loss Per Share of Common Stock - Anti-dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive excluded from the calculation of diluted loss per common share (in shares) | 442,803 | 151,020 | 442,803 | 151,020 |
Common shares underlying convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive excluded from the calculation of diluted loss per common share (in shares) | 980,673 | 22,644 | 980,673 | 22,644 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive excluded from the calculation of diluted loss per common share (in shares) | 3,280,940 | 544,753 | 3,280,940 | 544,753 |
Unvested restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive excluded from the calculation of diluted loss per common share (in shares) | 843,110 | 16,000 | 843,110 | 16,000 |
Significant Contracts - Unive_2
Significant Contracts - University of Mississippi (Details) - University Of Mississippi $ in Thousands | 1 Months Ended | |||
May 24, 2019 USD ($) | Mar. 31, 2020 USD ($) | Jul. 31, 2018 | Sep. 30, 2023 milestone | |
Um 5050 Pro-Drug And Um 8930 Analog Agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual maintenance fee payable | $ 75 | |||
Term of agreement | 1 year | |||
Royalty obligation, expiration term (in years) | 10 years | |||
Notice period for termination (in days) | 60 days | |||
Number of milestones met | milestone | 0 | |||
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 1 | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate milestone payments if milestones achieved | $ 100 | |||
Term of agreement | 30 days | |||
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 2 | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate milestone payments if milestones achieved | $ 200 | |||
Term of agreement | 30 days | |||
Um 5050 Pro-Drug And Um 8930 Analog Agreements | Milestone 3 | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate milestone payments if milestones achieved | $ 400 | |||
Term of agreement | 30 days | |||
UM 5050 pro-drug agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment for upfront fees | $ 100 | |||
UM 8930 analogue agreements | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment for upfront fees | $ 200 | |||
Annual fees for license agreement | $ 200 |
Related Party Matters (Details)
Related Party Matters (Details) | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||||||
Mar. 01, 2023 USD ($) | Feb. 28, 2023 USD ($) | May 18, 2022 USD ($) shares | Mar. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Apr. 30, 2021 agreement | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||||
Other current liabilities | $ 921,549 | $ 921,549 | $ 1,366,994 | |||||||
Exclusive Sponsored Research Agreement | EHBE | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Prepaid expense - related party | 0 | 0 | 50,000 | |||||||
Research and development expense | 0 | $ 50,000 | 50,000 | $ 150,000 | ||||||
ESRA Agreement, Screening Platform For Anteroposterior Ocular Diseases | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Research and development expense | 0 | 39,167 | 47,000 | 167,000 | ||||||
Other current liabilities | 0 | 0 | 7,835 | |||||||
Accounts payable | 0 | 0 | 47,001 | |||||||
ESRA Agreement, Screening Platform For Anteroposterior Ocular Diseases | EHBE | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual retainer amount | $ 190,500 | |||||||||
Consulting Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accounts payable | 0 | 0 | 12,511 | |||||||
Dr. Avtar Dhillon | Independent Contractor Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued expense under agreement | 0 | 0 | 0 | 87,926 | ||||||
Prepaid expense - related party | $ 8,056 | |||||||||
Independent Contractor Services Agreement | Jim Heppell | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Initial term of research agreement (in years) | 1 year | |||||||||
Monthly fee | $ 6,300 | |||||||||
Increase In monthly fee | $ 16,600 | |||||||||
Termination payment | $ 74,700 | |||||||||
Granted (in shares) | shares | 16,000 | |||||||||
Collaborative Research Agreement | Emerald Health Biotechnology Espana, S.L.U. | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of collaborative research agreements | agreement | 2 | |||||||||
Collaborative Research Agreement | Emerald Health Biotechnology Espana, S.L.U. | Emerald Health Research, Inc | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Subsidiary ownership (as a percent) | 100% | |||||||||
Consulting Agreement | Dr. Avtar Dhillon | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Fees incurred under agreement | $ 0 | $ 47,590 | $ 0 | $ 8,595 | ||||||
Consulting Agreement | Immediate Family Member of Management or Principal Owner | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Annual rate per hour | $ 73 | |||||||||
Termination notice period (in days) | 15 days |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Aug. 02, 2023 | Feb. 13, 2023 | Jan. 18, 2023 | Sep. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Aug. 17, 2023 | Jun. 27, 2023 | |
Loss Contingencies [Line Items] | ||||||||||
Renewal option term (in years) | 2 years | |||||||||
Rent abatement term (in months) | 2 months | |||||||||
Initial monthly rent | $ 8,067 | |||||||||
Annual rent increase percentage (as a percent) | 3% | |||||||||
Lessee, operating lease, term (in years) | 62 months | |||||||||
Lease expense | $ 26,076 | $ 22,675 | $ 71,910 | $ 68,026 | ||||||
Other interest expense | $ 0 | $ 0 | 3,102 | $ 0 | ||||||
Wendy Cunning Vs Skye Bioscience, Inc | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Total compensatory damages | $ 1,200,008 | |||||||||
Potential outcome | $ 6,053,468 | |||||||||
Loss contingency, interest rate on damages | 4.90% | |||||||||
Loss contingency, interest rate on legal fees | 5.38% | |||||||||
Other interest expense | $ 158,851 | |||||||||
Loss contingency, appeal bond | $ 9,080,202 | |||||||||
Wendy Cunning Vs Skye Bioscience, Inc | Economic Damages | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Total compensatory damages | 512,500 | |||||||||
Wendy Cunning Vs Skye Bioscience, Inc | Non-Economic Damages | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Total compensatory damages | 840,960 | |||||||||
Wendy Cunning Vs Skye Bioscience, Inc | Punitive Damages | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Total compensatory damages | $ 3,500,000 | |||||||||
Loss contingency accrual, period increase (decrease) | $ 151,842 |
Commitment and Contingencies _2
Commitment and Contingencies - Weighted Average Remaining Lease Term and Discount Rate (Details) | Sep. 30, 2023 |
Commitments and Contingencies Disclosure [Abstract] | |
Weighted-average remaining term – operating lease (in years) | 3 years 29 days |
Weighted-average discount rate – operating lease | 15% |
Commitment and Contingencies _3
Commitment and Contingencies - Schedule of Future Minimum Lease Payments (Details) | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 25,427 |
2024 | 103,216 |
2025 | 106,313 |
2026 | 90,797 |
Total future minimum lease payments: | 325,753 |
Less imputed interest | (66,566) |
Total | $ 259,187 |
Commitment and Contingencies _4
Commitment and Contingencies - Current and Noncurrent Portions of Operating Lease (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease liability | $ 68,677 | $ 78,700 |
Operating lease liability, net of current portion | 190,510 | $ 0 |
Total lease liability | $ 259,187 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Sep. 29, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Subsequent Event [Line Items] | |||
Common stock, shares authorized (in shares) | 100,000,000 | 20,000,000 | 20,000,000 |
Stock repurchase program, increase in number of shares outstanding, percent | 5% | ||
2014 Amended and Restated Plan | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized (in shares) | 1,846,883 |