Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 20, 2023 | Jun. 30, 2022 | |
Document Information Line Items | |||
Entity Registrant Name | Relmada Therapeutics, Inc. | ||
Trading Symbol | RLMD | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 30,099,203 | ||
Entity Public Float | $ 562,983,180 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001553643 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55347 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-5401931 | ||
Entity Address, Address Line One | 2222 Ponce de Leon Blvd | ||
Entity Address, Address Line Two | Floor 3 | ||
Entity Address, City or Town | Coral Gables | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33134 | ||
City Area Code | (786) | ||
Local Phone Number | 629 1376 | ||
Title of 12(b) Security | Common Stock ($.001 par value) | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum llp | ||
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 5,395,905 | $ 44,443,439 |
Short-term investments | 142,926,781 | 167,466,167 |
Lease payments receivable – short term | 86,377 | |
Other Receivables | 512,432 | |
Prepaid expenses | 4,035,186 | 11,301,535 |
Total current assets | 152,870,304 | 223,297,518 |
Other assets | 34,875 | 28,293 |
Total assets | 152,905,179 | 223,325,811 |
Current liabilities: | ||
Accounts payable | 5,261,936 | 11,192,502 |
Accrued expenses | 7,206,941 | 3,868,423 |
Total current liabilities | 12,468,877 | 15,060,925 |
Total liabilities | 12,468,877 | 15,060,925 |
Commitments and Contingencies (Note 7) | ||
Stockholders’ Equity: | ||
Preferred stock, $0.001 par value, 200,000,000 shares authorized, none issued and outstanding | ||
Class A convertible preferred stock, $0.001 par value, 3,500,000 shares authorized, none issued and outstanding | ||
Common stock, $0.001 par value, 150,000,000 shares authorized, 30,099,203 and 27,740,147 shares issued and outstanding, respectively | 30,099 | 27,740 |
Additional paid-in capital | 602,517,138 | 513,304,258 |
Accumulated deficit | (462,110,935) | (305,067,112) |
Total stockholders’ equity | 140,436,302 | 208,264,886 |
Total liabilities and stockholders’ equity | $ 152,905,179 | $ 223,325,811 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 30,099,203 | 27,740,147 |
Common stock, shares outstanding | 30,099,203 | 27,740,147 |
Class A convertible preferred stock | ||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,500,000 | 3,500,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 113,322,999 | $ 90,621,570 |
General and administrative | 47,926,077 | 35,081,922 |
Total operating expenses | 161,249,076 | 125,703,492 |
Loss from operations | (161,249,076) | (125,703,492) |
Other income (expenses): | ||
Gain on settlement of fees | 6,351,606 | |
Interest/investment income, net | 2,659,424 | 1,199,077 |
Realized loss on short-term investments | (585,522) | (636,012) |
Unrealized loss on short-term investments | (4,220,255) | (611,382) |
Total other income (expenses), net | 4,205,253 | (48,317) |
Net loss | $ (157,043,823) | $ (125,751,809) |
Net loss per common share – basic and diluted (in Dollars per share) | $ (5.3) | $ (7.16) |
Weighted average number of common shares outstanding – basic and diluted (in Shares) | 29,628,664 | 17,552,738 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net loss per common share – Diluted | $ (5.30) | $ (7.16) |
Weighted average number of common shares outstanding – Diluted | 29,628,664 | 17,552,738 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Equity - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 16,333 | $ 284,881,716 | $ (179,315,303) | $ 105,582,746 |
Balance (in Shares) at Dec. 31, 2020 | 16,332,939 | |||
Stock-based compensation expense | 40,494,476 | 40,494,476 | ||
Equity offering, net | $ 10,147 | 161,216,798 | 161,226,945 | |
Equity offering, net (in Shares) | 10,147,059 | |||
Warrants exercised | $ 652 | 23,415,384 | 23,416,036 | |
Warrants exercised (in Shares) | 651,674 | |||
Cashless exercise of warrants | $ 433 | 2,627,628 | 2,628,061 | |
Cashless exercise of warrants (in Shares) | 433,856 | |||
Options exercised | $ 175 | 668,256 | 668,431 | |
Options exercised (in Shares) | 174,619 | |||
Net loss | (125,751,809) | (125,751,809) | ||
Balance at Dec. 31, 2021 | $ 27,740 | 513,304,258 | (305,067,112) | 208,264,886 |
Balance (in Shares) at Dec. 31, 2021 | 27,740,147 | |||
Stock-based compensation expense | 44,194,765 | 44,194,765 | ||
ATM offering, net | $ 2,094 | 42,726,505 | 42,728,599 | |
ATM offering, net (in Shares) | 2,094,243 | |||
Share exchange -Prefunded warrants, net of fees | $ (1,452) | (48,548) | (50,000) | |
Share exchange -Prefunded warrants, net of fees (in Shares) | (1,452,016) | |||
Net exercise -Prefunded warrants | $ 1,452 | (1,452) | 7,000 | |
Net exercise -Prefunded warrants (in Shares) | 1,451,795 | |||
Warrants exercised | $ 181 | 1,264,342 | 1,264,523 | |
Warrants exercised (in Shares) | 181,336 | |||
Options exercised | $ 84 | 703,636 | 703,720 | |
Options exercised (in Shares) | 83,698 | |||
Short swing profit, net | 373,632,000,000 | 373,632,000,000 | ||
Net loss | (157,043,823) | (157,043,823) | ||
Balance at Dec. 31, 2022 | $ 30,099 | $ 602,517,138 | $ (462,110,935) | $ 140,436,302 |
Balance (in Shares) at Dec. 31, 2022 | 30,099,203 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (157,043,823) | $ (125,751,809) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 1,258 | |
Stock-based compensation | 44,194,765 | 40,494,476 |
Gain on settlement | (6,351,606) | |
Realized loss on short-term investments | 585,522 | 636,012 |
Unrealized loss on short-term investments | 4,220,255 | 611,382 |
Change in operating assets and liabilities: | ||
Lease payment receivable | 86,377 | 79,457 |
Other receivable | (512,432) | |
Prepaid expenses and other assets | 7,259,767 | (10,401,638) |
Accounts payable | 421,040 | 2,846,027 |
Accrued expenses | 3,338,518 | (388,560) |
Net cash used in operating activities | (103,801,617) | (91,873,395) |
Cash flows from investing activities | ||
Purchase of short-term investments | (47,293,763) | (222,981,675) |
Sale of short-term investments | 67,027,372 | 168,863,639 |
Net cash provided by (used in) investing activities | 19,733,609 | (54,118,036) |
Cash flows from financing activities | ||
Payment of fees for warrants issued for common stock | (50,000) | |
Proceeds from issuance of common stock | 42,728,599 | 184,642,981 |
Proceeds from options exercised for common stock | 703,720 | 668,431 |
Proceeds from warrants exercised for common stock | 1,264,523 | 2,628,061 |
Proceeds from short swing profit, net | 373,632 | |
Net cash provided by financing activities | 45,020,474 | 187,939,473 |
Net increase (decrease) in cash and cash equivalents | (39,047,534) | 41,948,042 |
Cash and cash equivalents at beginning of the period | 44,443,439 | 2,495,397 |
Cash and cash equivalents at end of the period | 5,395,905 | 44,443,439 |
Forgiveness of accounts payable related to gain | 3,212,583 | |
Non-cash investing and financing transactions: | ||
Share exchange for Pre-funded warrants | 1,452 | |
Net exercise of Pre-funded warrants | $ (1,452) |
Business
Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
BUSINESS | NOTE 1 - BUSINESS Relmada Therapeutics Inc. (Relmada or the Company) (a Nevada corporation) is a clinical-stage, publicly traded biotechnology company focused on the development of esmethadone (d-methadone, dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist. Esmethadone is a New Chemical Entity (NCE) that potentially addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s research and development will be successfully completed or that any product will be approved or commercially viable. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, dependence on collaborative arrangements, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, and compliance with the Food and Drug Administration (FDA) and other governmental regulations and approval requirements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Liquidity As shown in the accompanying consolidated financial statements, the Company incurred negative operating cash flows of $ Relmada has funded its past operations through equity raises and most recently in the year ended December 31, 2022, Relmada raised $42,728,599 in proceeds from the sale of common stock through an ATM offering, $1,264,523 through the exercise of warrants, and $703,720 through the exercise of options. Management believes that the Company’s existing cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirements for at least 12 months from the issuance of these consolidated financial statements. Beyond that point management will evaluate the size and scope of any subsequent operations and clinical trials that will affect the timing of additional financings through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements. Any such expenditures related to any subsequent clinical trials will not be incurred until such additional financing is raised. Further, additional financing related to subsequent trials does not affect the Company’s conclusion that based on the cash on hand and the budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The significant estimates are stock-based compensation expenses, and recorded amounts related to income taxes. Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash balance of $5,395,905 at December 31, 2022 at these institutions exceed federally insured limits. Short-term Investments The Company’s investments consist entirely of mutual funds. The securities are measured at fair value based on the net asset value (“NAV”). The Company has adopted FASB ASU 2016-01, Financial Instruments, for the year ended December 31, 2021 which requires substantially all equity investments in nonconsolidated entities to be measured at fair value with recurring changes recognized in earnings, except for those accounted for using equity method accounting. Changes in fair value of the securities are recorded as part of other income on the consolidated statement of operations. Short term investment activity is presented in the investing activities section on the consolidated statement of cash flows. Short-term investments at December 31, 2022 consisted of mutual funds with a fair value of $142,926,781. Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Leases The Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating leases for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. Gain on Settlement The Company recognizes a gain when cash (or other assets, such as claims to cash) has been received without the expectation of repayment. A gain is recorded when the assets are readily convertible to know amounts of cash or claims to cash. Gains are reported as part of other income (expense) on the consolidated statement of operations. The Company recorded an gain on settlement of $6,351,606 and $0 included in other income (expense) for the years ended December 31, 2022 and 2021, respectively. Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, short term investments derivative liabilities and accounts payable. Due to the short-term nature of cash and accounts payable the carrying amounts of these assets and liabilities approximate their fair value. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s short-term investment instruments of $142,926,781 at December 31, 2022 are classified using Level 1 inputs within the fair value hierarchy because they are valued using NAV. Unrealized gains and losses are recorded in the consolidated statement of operations as unrealized gain on short-term investments. The Company recorded an unrealized loss of $4,220,255 and $611,382, included in other income (expense) for the years ended December 31, 2022 and 2021, respectively. Fair Value on a Recurring Basis As required by Accounting Standard Codification (ASC) Topic No. 820 - 10 Fair Value Measurement Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. At December 31, 2022 and 2021, the Company had recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal income tax return and various state returns. Uncertain tax positions taken on our tax returns will be accounted for as liabilities for unrecognized tax benefits. The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2022 and 2021. The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2018 forward. Research and Development Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. Net Loss per Common Share Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of Class A convertible preferred stock, Series A preferred stock, options and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net losses in each period. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): Year ended Year ended 2022 2021 Common stock warrants 3,027,441 3,208,777 Common stock options 12,122,606 10,330,622 Total 15,150,047 13,539,399 Subsequent Events The Company’s management reviewed all material events through the date the financial statements were issued for subsequent event disclosure consideration. Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes COVID-19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The COVID-19 pandemic did not significantly impact the Company. The Company continues to monitor the COVID-19 related concerns and the related economic impacts. |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses [Abstract] | |
PREPAID EXPENSES | NOTE 3 - PREPAID EXPENSES Prepaid expenses consisted of the following (rounded to nearest $00): December 31, December 31, Insurance $ 313,200 $ 353,300 Research and Development 3,619,800 10,708,800 Legal - 11,000 Other 102,200 228,400 Total $ 4,035,200 $ 11,301,500 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 4 - ACCRUED EXPENSES Accrued expenses consisted of the following (rounded to nearest $00): December 31, December 31, Research and development $ 5,809,800 $ 1,928,000 Professional fees 116,500 168,000 Accrued bonus 492,100 1,191,000 Accrued vacation 529,800 450,400 Other 258,700 131,000 Total $ 7,206,900 $ 3,868,400 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5 - STOCKHOLDERS’ EQUITY Common Stock During the years ended December 31, 2022 and 2021, the Company issued 181,336 and 433,856 shares of common stock for the exercise of warrants for proceeds of $1,264,523 and $2,628,061, respectively. During the year ended December 31, 2022 and 2021, the Company issued 83,698 and 174,619 shares of common stock for the exercise of options for proceeds of $703,720 and $668,431, respectively. On May 15, 2020, the Company entered into an Open Market Sale Agreement with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of the Company’s common stock, having an aggregate offering price of up to $75,000,000. The Company is not obligated to sell any shares under the agreement. During the years ended December 31, 2022 and 2021, the Company issued 2,094,243 and 651,674 shares of common stock for net cash proceeds of $42,728,599 and $23,416,036 under the agreement, respectively. On December 8, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and Jefferies LLC, as representatives of the several underwriters, in connection with an underwritten public offering (the “Offering”) of 8,823,530 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued and sold by the Company at a price to the public of $17.00 per share (with a price to the Underwriters of $15.98 per share). Pursuant to the Underwriting Agreement, the Underwriters were granted an option for a period of 30 days to purchase from the Company up to an additional 1,323,529 On April 6, 2022, the Company entered into a new Open Market Sale Agreement with Jefferies, as sales agent, pursuant to which we may offer and sell, from time to time, through Jefferies, shares of our common stock, having an aggregate offering price of up to $100,000,000. We are not obligated to sell any shares under the agreement. As of December 31, 2022, no shares have been issued under this agreement. During the years ended December 31, 2022 and 2021, there were no common stock shares issued for issuances of restricted common stock. Stock-based compensation - options In December 2014, the Board of Directors adopted and the shareholders approved Relmada’s 2014 Stock Option and Equity Incentive Plan, as amended (the “2014 Plan”), which allows for the granting of 5,152,942 common stock awards, stock appreciation rights, and incentive and nonqualified stock options to purchase shares of the Company’s common stock to designated employees, non-employee directors, and consultants and advisors. In May 2021, the Company’s Board of Directors adopted and shareholders approved the Company’s 2021 Equity Incentive Plan (the “2021 Plan”), which allowed for the granting of 1,500,000 options or other stock awards. In May 2022, the Company’s Board of Directors adopted, and shareholders approved an amendment to the 2021 Plan to increase the shares of the Company’s common stock available for issuance thereunder by 3,900,000 shares. These combined plans allowed for the granting of up to 10,552,942 options or other stock awards. Stock options are exercisable generally for a period of 10 years from the date of grant and generally vest either over four years or upon achievement of certain specified corporate or other milestones. As of December 31, 2022, there were no shares available to be granted under either the 2014 or 2021 Plan. The shareholders will vote at their annual meeting in 2023 on a management proposal to increase the shares available to be issued under the 2021 Plan. There can be no assurance such amendment will be approved. As of December 31, 2022, options for 1,569,664 shares of common stock had been issued subject to approval by the shareholders of this amendment. If the amendment is not approved, such options will be forfeited. The Company uses the simplified method for share-based compensation to estimate the expected term for employee option awards for share-based compensation in its option-pricing model. From December 16, 2022 through December 21, 2022, the Company awarded a total of 2,800,000 options to consultants and employees with an exercise price ranging from $3.20 to $3.37 and a 10-year term vesting over a 4-year period. The options granted include time-based vesting grants. The options have an aggregate fair value of $8,169,325 calculated using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.60 – 3.78% (2) expected life of 6.25 years, (3) expected volatility of 115%, and (4) zero expected dividends. On December 16, 2022, the Company awarded a total of 199,432 options to employees with an exercise price of $3.37 and a 10-year term vesting immediately. The options have an aggregate fair value of $561,902 calculated using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 3.61% (2) expected life of 5 years, (3) expected volatility of 120%, and (4) zero expected dividends From July 1, 2022 through September 29, 2022, 260,000 options were issued to various consultants with an exercise price ranging from $18.30 to $36.19 and a 10-year term, vesting over a 4 year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately $5.0 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.9 – 3.94% (2) expected life of 6.25 years, (3) expected volatility of 93-94%, and (4) zero expected dividends. From April 25, 2022 through May 5, 2022, 260,000 options were issued to various consultants with an exercise price ranging from $22.40 to $25.52 and a 10-year term, vesting over a 4-year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately $4.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.85 – 3.04% (2) expected life of 6.25 years, (3) expected volatility of 95%, and (4) zero expected dividends. On March 28, 2022, the Company awarded a total of 15,000 options to an employee with an exercise price of $25.76 and a 10-year term vesting over a 4-year period. The options granted include time-based vesting grants. The options have an aggregate fair value of $307,845 calculated using the Black Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 2.55% (2) expected life of 6.25 years, (3) expected volatility of 98%, and (4) zero expected dividends. From January 5, 2022 through March 14, 2022, 110,000 options were issued to various consultants with an exercise price ranging from $18.00 to $21.46 and a 10-year term, vesting over a 4-year period. The options granted include time-based vesting grants. The options have an aggregate fair value of approximately $1.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.53 – 2.00% (2) expected life of 6.25 years, (3) expected volatility of 98%, and (4) zero expected dividends. On January 1, 2022, 50,000 options were issued to a consultant with an exercise price of $22.53 and a 10-year term, vesting over a 1-year period. The options granted include performance vesting based on the Company’s achievement of performance metrics. The options have an aggregate fair value of $847,583, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.53% (2) expected life of 5.5 years, (3) expected volatility of 96%, and (4) zero expected dividends. On March 30, 2021, 50,000 options were issued to a consultant with an exercise price of $34.93 and a 10-year term, vesting over a 10-year period. The options granted include performance vesting based on the Company’s achievement of performance metrics. The options have an aggregate fair value of $1.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.73% (2) expected life of 10 years, (3) expected volatility of 102%, and (4) zero expected dividends. On December 22, 2021, the Company awarded a total of 65,000 options to various consultants with an exercise price of $21.11 and a 10-year term, vesting over a 1 to 4-year period. The options have an aggregate fair value of approximately $1.1 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.23 – 1.31% (2) expected life of 5.5 – 6.25 years, (3) expected volatility of 96 – 98%, and (4) zero expected dividends. On December 17, 2021, the Company awarded a total of 5,477,004 options to the board or directors, various employees, and consultants with an exercise price of $19.03 and a 10-year term, vesting over a 1 to 4-year period. The options have an aggregate fair value of approximately $81.6 million, calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.18 - 1.26% (2) expected life of 5.2 - 5.00 years, (3) expected volatility of 97 - 99%, and (4) zero expected dividends. On February 18, 2021, the Company awarded a total of 25,000 options to an employee with an exercise price of $35.15 and a 10-year term, vesting over a 4-year period. The options have an aggregate fair value of $701,000 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.75% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero expected dividends. On January 6, 2021, the Company awarded a total of 1,490,000 options to employees and directors with an exercise price of $33.43 and a 10-year term vesting over a 4-year period. The options granted include time-based vesting grants and performance vesting based on the Company’s achievement of performance metrics. The options have an aggregate fair value of $39.7 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.59% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero expected dividends. As of December 31, 2021, six performance metrics for 520,000 options were met. Vesting of such options is subject to the passage of time. At December 31, 2022 and 2021, the Company incurred expense of $3,304,310 and $3,392,419, respectively, related to these options. Options A summary of the changes in options outstanding for the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Outstanding and expected to vest at December 31, 2020 3,905,737 $ 24.32 8.4 $ 48,952,339 Granted 7,057,004 21.15 9.8 - Exercised (174,619 ) - - - Forfeited (457,500 ) - - - Outstanding and expected to vest at December 31, 2021 10,330,622 $ 22.52 9.0 $ 46,088,534 Granted 3,744,432 7.40 9.8 - Exercised (83,698 ) - - - Forfeited (1,868,750 ) - - - Outstanding and expected to vest at December 31, 2022 12,122,606 $ 18.19 8.5 $ 417,998 Options exercisable at December 31, 2022 4,356,099 $ 21.83 7.4 $ 74,348 At December 31, 2022, the Company has unrecognized stock-based compensation expense of approximately $95,400,000 related to unvested stock options over the weighted average remaining service period of 2.7 years. The weighted average fair value of options granted during the years ended December 31, 2022 and 2021 was approximately $7.40 and $22.15 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions: Years Ended Years Ended December 31, December 31, 2022 2021 Risk free interest rate 1.53 to 3.94 % 0.59 to 1.31 % Dividend yield 0 % 0 % Volatility 93-120 % 97-101 % Expected term (in years) 5 to 6.25 5 to 6.25 Warrants A summary of the changes in outstanding warrants during the years ended December 31, 2022 and 2021 is as follows: Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 2,670,633 $ 9.11 Issued 972,000 31.98 Exercised (433,856 ) 6.06 Outstanding at December 31, 2021 3,208,777 $ 16.45 Issued 1,452,016 $ 0.001 Exercised (1,633,352 ) $ 0.77 Outstanding at December 31, 2022 3,027,441 $ 17.02 Warrants exercisable at December 31, 2022 2,770,004 $ 15.58 On September 20, 2022, the Company entered into an agreement with an investor to exchange 1,452,016 shares of outstanding common stock for 1,452,016 prefunded warrants. The 1,452,016 shares of common stock were returned. These warrants have an exercise price of $0.001 and a 9.99% beneficial ownership limitation. On October 19, 2022 a cashless exercise of the 1,452,016 prefunded warrants was transacted with 1,451,795 shares of common shares issued and the remaining 221 warrants being cancelled. On October 1, 2021, the Company awarded a total of 42,000 warrants to a consultant with an exercise price of $26.74 and a 10-year term, vesting 25% after year one and 6.25% quarterly there after until 100% vested. The warrants have an aggregate fair value of $891,265 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.10% (2) expected life of 6.25 years, (3) expected volatility of 99%, and (4) zero expected dividends. On July 16, 2021, the Company awarded a total of 500,000 warrants to Arbormentis, LLC with an exercise price of $31.17 and a 7-year term, vesting immediately. The warrants have an aggregate fair value of $10,241,599 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.48% (2) expected life of 3.50 years, (3) expected volatility of 101%, and (4) zero expected dividends. On July 12, 2021, the Company awarded a total of 10,000 warrants to a consultant with an exercise price of $34.77 and a 5-year term, vesting over a 1-year period. The warrants granted are time-based vesting. The warrants have an aggregate fair value of $212,219 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.43% (2) expected life of 3.00 years, (3) expected volatility of 99%, and (4) zero expected dividends. On June 25, 2021, the Company awarded a total of 10,000 warrants to a consultant with an exercise price of $34.35 and a 5-year term, vesting over a 1-year period. The warrants granted are time-based vesting. The warrants have an aggregate fair value of $211,653 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.43% (2) expected life of 3.00 years, (3) expected volatility of 100%, and (4) zero expected dividends. On June 18, 2021, the Company awarded a total of 10,000 warrants to a consultant with an exercise price of $30.90 and a 5-year term, vesting over a 1-year period. The warrants granted are time-based vesting. The warrants have an aggregate fair value of $190,401 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.47% (2) expected life of 3.00 years, (3) expected volatility of 100%, and (4) zero expected dividends. On January 6, 2021, the Company awarded a total of 400,000 warrants to consultants with an exercise price of $33.43 and a 10-year term, vesting over 4-year period. The warrants granted include time-based vesting grants and performance vesting based on the Company’s achievement of performance metrics. The warrants have an aggregate fair value of $10.6 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.59% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero expected dividends. As of December 31, 2021, six performance metrics for 200,000 warrants were met. Vesting of such options is subject to the passage of time. For the year ended December 31, 2021, the Company incurred expense of $1,304,776 related to these warrants. At December 31, 2022, the Company had approximately $6,200,000 of unrecognized stock-based compensation expense related to outstanding warrants. At December 31, 2022, the aggregate intrinsic value of warrants vested and outstanding was approximately $7,000. Stock-based compensation by class of expense The following summarizes the components of stock-based compensation expense which includes common stock, stock options, warrants and restricted stock in the consolidated statements of operations (rounded to nearest $00): Year Ended Year Ended December 31, December 31, 2022 2021 Research and development $ 7,882,700 $ 15,835,900 General and administrative 36,312,100 24,658,600 Total $ 44,194,800 $ 40,494,500 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 6 - INCOME TAXES No provision or benefit for federal or state income taxes has been recorded because the Company has incurred net losses for all periods presented and has recorded a valuation allowance against its deferred tax assets. The components of the Company’s deferred tax assets are as follows at: December 31, December 31, Deferred tax assets: Federal net operating loss $ 24,964,000 $ 19,434,000 State net operating loss 13,781,000 12,508,000 Research and development tax credits 7,902,000 5,333,000 Capitalized R&D 45,666,000 38,360,000 Nonqualified Stock Options 19,803,000 15,511,000 Accruals 1,546,000 655,000 Intangibles and Fixed Assets 2,732,000 4,394,000 Other 2,000 - Less: valuation allowance (116,396,000 ) (96,195,000 ) Total $ - $ - On March 27, 2020, the Coronavirus Aid Relief and Economic Security (“CARES”) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back net operating losses (“NOLs”) incurred from tax years 2018 through 2020 up to the five preceding tax years. Most of these provisions are either not applicable or have no material effect on the Company. The Company has maintained a full valuation allowance against its deferred tax assets at December 31, 2022 and 2021. A valuation allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot be assured of realizing the net deferred tax asset, a full valuation allowance has been provided. The valuation allowance increased for the years ended December 31, 2022 and 2021 by approximately $20,201,000 and $45,775,000, respectively. Deferred tax asset for net operating loss carryforwards at December 31, 2022 was adjusted with the corresponding offset to valuation allowance. At December 31, 2022, the Company had federal, New York State and New York City net operating loss (NOL) carryforwards of approximately $118,877,000, $74,792,000 and $74,408,000 respectively, which begin expiring in 2028, 2033 and 2033 respectively. Approximately $73,357,000 federal NOL can be carried forward indefinitely but it is limited to 80% of future taxable income. The Company also has federal research and development tax credit carryforwards of approximately $7,877,000 that will begin to expire in 2028. The Company’s ability to use its NOL carryforwards may be limited if it experiences an “ownership change” as defined in Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended. An ownership change generally occurs if certain stockholders increase their aggregate percentage ownership of a corporation’s stock by more than 50 percentage points over their lowest percentage ownership at any time during the testing period, which is generally the three-year period preceding any potential ownership change. The Company has not completed an analysis to determine whether any such limitations have been triggered as of December 31, 2022. A reconciliation of the statutory tax rate to the effective tax rate is as follows: Year Ended Year Ended Statutory federal income tax rate 21.00 % 21.00 % State (net of federal benefit) (9.46 )% 14.26 % Non-deductible expenses (0.53 )% (0.38 )% R&D Credit 1.64 % 1.53 % Other 0.22 % 0.0 % Change in valuation allowance (12.87 )% (36.41 )% Effective income tax rate 0 % 0 % The Company does not have any uncertain tax positions at December 31, 2022 and 2021, that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of unrecognized tax benefits over the next twelve months. Because the Company is in a loss carryforward position, the Company is generally subject to US federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. If and when applicable, the Company will recognize interest and penalties as part of income tax expense. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7 – COMMITMENTS AND CONTINGENCIES License Agreements Wonpung On August 20, 2007, the Company entered into a License Development and Commercialization Agreement with Wonpung Mulsan Co, a shareholder of the Company. Wonpung has exclusive territorial rights in countries it selects in Asia to market up to two drugs the Company is currently developing and a right of first refusal (ROFR) for up to an additional five drugs that the Company may develop in the future as defined in more detail in the license agreement. If the parties cannot agree to terms of a license agreement, then the Company shall be able to engage in discussions with other potential licensors. As of March 23, 2023, no discussions are active between the Company and Wonpung. The Company received an upfront license fee of $1,500,000 and will earn royalties of up to 12% of net sales for up to two licensed products it is currently developing. The licensing terms for the ROFR products are subject to future negotiations and binding arbitration. The terms of each licensing agreement will expire on the earlier of any time from 15 years to 20 years after licensing or on the date of commercial availability of a generic product to such licensed product in the licensed territory. Third Party Licensor Based upon a prior acquisition, the Company assumed an obligation to pay a third party (Dr. Charles E. Inturrisi and Dr. Paolo Manfredi – see below): (A) royalty payments up to 2% on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20% of the royalties received by licensee; or (ii) up to 2% of net sales of sublicensee. The Company will also make milestone payments of up to $4 or $2 million, for the first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively. As of December 31, 2022, the Company has not generated any revenue related to this license agreement. Inturrisi / Manfredi In January 2018, we entered into an Intellectual Property Assignment Agreement (the Assignment Agreement) and License Agreement (the “License Agreement” and together with the Assignment Agreement, the Agreements) with Dr. Charles E. Inturrisi and Dr. Paolo Manfredi (collectively, the Licensor). Pursuant to the Agreements, Relmada assigned its existing rights, including patents and patent applications, to esmethadone in the context of psychiatric use (the Existing Invention) to Licensor. Licensor then granted Relmada under the License Agreement a perpetual, worldwide, and exclusive license to commercialize the Existing Invention and certain further inventions regarding esmethadone in the context of other indications such as those contemplated above. In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license fee of $180,000. Additionally, Relmada will pay Licensor $45,000 every three months until the earliest to occur of the following events: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement. Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products covered under the License Agreement. Relmada will also pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement. As of December 31, 2022, no events have occurred, and the Company continues to pay Licensor $45,000 every three months. Arbormentis, LLC On July 16, 2021, the Company entered into a License Agreement with Arbormentis, LLC, a privately held Delaware limited liability company, by which the Company acquired development and commercial rights to a novel psilocybin and derivate program from Arbormentis, LLC, worldwide excluding the countries of Asia. The Company will collaborate with Arbormentis, LLC on the development of new therapies targeting neurological and psychiatric disorders, leveraging its understanding of neuroplasticity, and focusing on this emerging new class of drugs targeting the neuroplastogen mechanism of action. Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of $12.7 million, consisting of a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately $160 million related to pre-specified development and commercialization milestones. Arbormentis, LLC is also eligible to receive a low single digit royalty on net sales of any commercialized therapy resulting from this agreement. The license agreement is terminable by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company. The new licensed program stems from an international collaboration among U.S., European and Swiss scientists that has focused on the discovery and development of compounds that may promote neural plasticity. Dr. Paolo Manfredi, Relmada’s Acting Chief Scientific Officer and co-inventor of REL-1017, and Dr. Marco Pappagallo, Relmada’ s Acting Chief Clinical Officer, are among the scientists affiliated with Arbormentis, LLC. Leases and Subleases On August 1, 2021, the Company relocated its corporate headquarters to 2222 Ponce de Leon Blvd., Floor 3, Coral Gables, Florida 33134 pursuant to a lease agreement with monthly rent of approximately $11,000. The lease period was for five months. The lease agreement expired on December 31, 2021 and was renewed for the calendar year 2022 at an average monthly rent of approximately $9,000. As the Company’s leases consist of one lease for their corporate headquarters, which is for a period of 12 months or less. The Company has elected the practical expedient and recognizes rent expense evenly over the 12 months. The Company Incurred rent expense of approximately $129,600 and $111,800 for the years ended December 31, 2022 and 2021, respectively. On June 8, 2017, the Company entered into an Amended and Restated License Agreement with Actinium. Pursuant to the terms of the agreement, Actinium licensed the furniture, fixtures, equipment and tenant improvements located in the office (FFE) for a license fee of $7,529 per month until December 8, 2022. Actinium had at any time during the term of this agreement the right to purchase the FFE for $496,914, less any previously paid license fees. On July 7, 2022, Actinium exercised its right to purchase the FFE for $52,698. The license of FFE qualifies as a sales-type lease. At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049 using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403. As of December 31, 2021, the balance of unearned interest income was approximately $4,000. As of December 31, 2022, there was no unearned interest income. Legal From time to time, the Company may become involved in lawsuits and other legal proceedings that arise in the course of business. Litigation is subject to inherent uncertainties, and it is not possible to predict the outcome of litigation with total confidence. Except as disclosed below, the Company is currently not aware of any legal proceedings or potential claims against it whose outcome would be likely, individually or in the aggregate, to have a material adverse effect on the Company’s business, financial condition, operating results, or cash flows. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8–- RELATED PARTY TRANSACTIONS Effective March 6, 2020, Dr. Ottavio Vitolo, the Company’s Chief Medical Officer and Head of Research and Development, entered into a Separation and Severance Agreement with the Company. Pursuant to the terms of the agreement, the Company paid Dr. Vitolo a severance of $200,000 in accordance with his employment contract. In addition, Dr. Vitolo’s options granted under the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until September 6, 2020. Dr. Vitolo had until March 6, 2021 to exercise his vested options and was allowed to use a cashless exercise provision to exercise his vested options. Dr. Vitolo exercised 126,562 during 2020 and the remaining options expired on March 6, 2021. The agreement also contains customary confidentiality, release, and non-disparagement provisions, and the Company paid accrued and unpaid salary, vacation time and attorney’s fees totaling approximately $45,000. Effective December 31, 2020, Dr. Thomas Wessel, the Company’s Executive Vice President, Head of Research and Development, entered into a Separation and Severance Agreement with the Company. Pursuant to the terms of the agreement, the Company paid Dr. Wessel a severance of $237,500 in accordance with his employment contract. In addition, Dr. Wessel’s options granted under the Company’s 2014 Stock Option and Equity Incentive Plan continued to vest until June 30, 2021. Dr. Wessel had until December 31, 2021 to exercise his vested options and was allowed to use a cashless exercise provision to exercise his vested options. All of Dr. Wessel’s options expired on December 31, 2021. The agreement also contains customary confidentiality, release, and non-disparagement provisions, and the Company paid accrued vacation time totaling approximately $28,940. |
Other Postretirement Benefit Pl
Other Postretirement Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
OTHER POSTRETIREMENT BENEFIT PLAN | NOTE 9–- OTHER POSTRETIREMENT BENEFIT PLAN Relmada participates in a multiemployer 401(k) plan that permits eligible employees to contribute funds on a pretax basis subject to maximum allowed under federal tax provisions. The Company matches 100% of the first 3% of employee contributions, plus 50% of employee contributions that exceed 3% but do not exceed 5%. The employees choose an amount from various investment options for both their contributions and the Company’s matching contribution. The Company’s contribution expense was $105,216 and $112,910 for the years ended December 31, 2022 and 2021, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10–- SUBSEQUENT EVENTS From January 1, 2023 through March 23, 2023, 620,000 options were issued to various employees and new Board of Director with an exercise price ranging from $3.18 to $4.30 and a 10-year term, vesting over a 4-year period. 220,000 of the options awarded are subject to shareholder approval. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The consolidated financial statements include the Company’s accounts and those of the Company’s wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity | Liquidity As shown in the accompanying consolidated financial statements, the Company incurred negative operating cash flows of $ Relmada has funded its past operations through equity raises and most recently in the year ended December 31, 2022, Relmada raised $42,728,599 in proceeds from the sale of common stock through an ATM offering, $1,264,523 through the exercise of warrants, and $703,720 through the exercise of options. Management believes that the Company’s existing cash and cash equivalents will enable them to fund operating expenses and capital expenditure requirements for at least 12 months from the issuance of these consolidated financial statements. Beyond that point management will evaluate the size and scope of any subsequent operations and clinical trials that will affect the timing of additional financings through public or private sales of equity or debt securities or from bank or other loans or through strategic collaboration and/or licensing agreements. Any such expenditures related to any subsequent clinical trials will not be incurred until such additional financing is raised. Further, additional financing related to subsequent trials does not affect the Company’s conclusion that based on the cash on hand and the budgeted cash flow requirements, the Company has sufficient funds to maintain operations for at least 12 months from the issuance of these consolidated financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. The significant estimates are stock-based compensation expenses, and recorded amounts related to income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash deposits and all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company’s cash deposits are held at two high-credit-quality financial institutions. The Company’s cash balance of $5,395,905 at December 31, 2022 at these institutions exceed federally insured limits. |
Short-term Investments | Short-term Investments The Company’s investments consist entirely of mutual funds. The securities are measured at fair value based on the net asset value (“NAV”). The Company has adopted FASB ASU 2016-01, Financial Instruments, for the year ended December 31, 2021 which requires substantially all equity investments in nonconsolidated entities to be measured at fair value with recurring changes recognized in earnings, except for those accounted for using equity method accounting. Changes in fair value of the securities are recorded as part of other income on the consolidated statement of operations. Short term investment activity is presented in the investing activities section on the consolidated statement of cash flows. Short-term investments at December 31, 2022 consisted of mutual funds with a fair value of $142,926,781. |
Patents | Patents Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. |
Leases | Leases The Company recognizes their leases with a term of greater than a year on the balance sheet by recording right-of-use assets and lease liabilities. Leases can be classified as either operating leases or finance leases. Operating leases will result in straight-line lease expense, while finance leases will result in front-loaded expense. The Company’s lease consists of an operating leases for office space. The Company does not recognize a lease liability or right-of-use asset on the balance sheet for short-term leases. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the lease term. A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. |
Gain on Settlement | Gain on Settlement The Company recognizes a gain when cash (or other assets, such as claims to cash) has been received without the expectation of repayment. A gain is recorded when the assets are readily convertible to know amounts of cash or claims to cash. Gains are reported as part of other income (expense) on the consolidated statement of operations. The Company recorded an gain on settlement of $6,351,606 and $0 included in other income (expense) for the years ended December 31, 2022 and 2021, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments primarily include cash, short term investments derivative liabilities and accounts payable. Due to the short-term nature of cash and accounts payable the carrying amounts of these assets and liabilities approximate their fair value. Derivatives are recorded at fair value at each period end. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company’s short-term investment instruments of $142,926,781 at December 31, 2022 are classified using Level 1 inputs within the fair value hierarchy because they are valued using NAV. Unrealized gains and losses are recorded in the consolidated statement of operations as unrealized gain on short-term investments. The Company recorded an unrealized loss of $4,220,255 and $611,382, included in other income (expense) for the years ended December 31, 2022 and 2021, respectively. |
Fair Value on a Recurring Basis | Fair Value on a Recurring Basis As required by Accounting Standard Codification (ASC) Topic No. 820 - 10 Fair Value Measurement |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. At December 31, 2022 and 2021, the Company had recorded a valuation allowance to the full extent of the Company’s net deferred tax assets since the likelihood of realization of the benefit does not meet the more likely than not threshold. The Company files a U.S. Federal income tax return and various state returns. Uncertain tax positions taken on our tax returns will be accounted for as liabilities for unrecognized tax benefits. The Company will recognize interest and penalties, if any, related to unrecognized tax benefits in general and administrative expenses in the statements of operations. There were no liabilities recorded for uncertain tax positions at December 31, 2022 and 2021. The open tax years, subject to potential examination by the applicable taxing authority, for the Company are from June 30, 2018 forward. |
Research and Development | Research and Development Research and development costs primarily consist of research contracts for the advancement of product development, salaries and benefits, stock-based compensation, and consultants. The Company expenses all research and development costs in the period incurred. The Company makes an estimate of costs in relation to clinical study contracts. The Company analyzes the progress of studies, including the progress of clinical studies and phases, invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee is required to provide service in exchange for the award - the requisite service period. The grant-date fair value of employee share options is estimated using the Black-Scholes option pricing model adjusted for the unique characteristics of those instruments. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. Diluted net loss per common share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury-stock method. Dilutive common stock equivalents are comprised of Class A convertible preferred stock, Series A preferred stock, options and warrants to purchase common stock. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net losses in each period. The potentially dilutive securities that would be anti-dilutive due to the Company’s net loss are not included in the calculation of diluted net loss per share attributable to common stockholders. The anti-dilutive securities are as follows (in common stock equivalent shares): Year ended Year ended 2022 2021 Common stock warrants 3,027,441 3,208,777 Common stock options 12,122,606 10,330,622 Total 15,150,047 13,539,399 |
Subsequent Events | Subsequent Events The Company’s management reviewed all material events through the date the financial statements were issued for subsequent event disclosure consideration. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2021, the FASB issued ASU 2021-10, “ Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance In October 2021, the FASB issued ASU 2021-08, “ Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes |
COVID-19 | COVID-19 During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The COVID-19 pandemic did not significantly impact the Company. The Company continues to monitor the COVID-19 related concerns and the related economic impacts. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive securities | Year ended Year ended 2022 2021 Common stock warrants 3,027,441 3,208,777 Common stock options 12,122,606 10,330,622 Total 15,150,047 13,539,399 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of prepaid expenses [Abstract] | |
Schedule of prepaid expenses | December 31, December 31, Insurance $ 313,200 $ 353,300 Research and Development 3,619,800 10,708,800 Legal - 11,000 Other 102,200 228,400 Total $ 4,035,200 $ 11,301,500 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | December 31, December 31, Research and development $ 5,809,800 $ 1,928,000 Professional fees 116,500 168,000 Accrued bonus 492,100 1,191,000 Accrued vacation 529,800 450,400 Other 258,700 131,000 Total $ 7,206,900 $ 3,868,400 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the changes in outstanding warrants | Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Outstanding and expected to vest at December 31, 2020 3,905,737 $ 24.32 8.4 $ 48,952,339 Granted 7,057,004 21.15 9.8 - Exercised (174,619 ) - - - Forfeited (457,500 ) - - - Outstanding and expected to vest at December 31, 2021 10,330,622 $ 22.52 9.0 $ 46,088,534 Granted 3,744,432 7.40 9.8 - Exercised (83,698 ) - - - Forfeited (1,868,750 ) - - - Outstanding and expected to vest at December 31, 2022 12,122,606 $ 18.19 8.5 $ 417,998 Options exercisable at December 31, 2022 4,356,099 $ 21.83 7.4 $ 74,348 |
Schedule of unrecognized stock-based compensation expense | Years Ended Years Ended December 31, December 31, 2022 2021 Risk free interest rate 1.53 to 3.94 % 0.59 to 1.31 % Dividend yield 0 % 0 % Volatility 93-120 % 97-101 % Expected term (in years) 5 to 6.25 5 to 6.25 |
Schedule of the changes in outstanding warrants | Number of Shares Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 2,670,633 $ 9.11 Issued 972,000 31.98 Exercised (433,856 ) 6.06 Outstanding at December 31, 2021 3,208,777 $ 16.45 Issued 1,452,016 $ 0.001 Exercised (1,633,352 ) $ 0.77 Outstanding at December 31, 2022 3,027,441 $ 17.02 Warrants exercisable at December 31, 2022 2,770,004 $ 15.58 |
Schedule of stock-based compensation expense | Year Ended Year Ended December 31, December 31, 2022 2021 Research and development $ 7,882,700 $ 15,835,900 General and administrative 36,312,100 24,658,600 Total $ 44,194,800 $ 40,494,500 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets | December 31, December 31, Deferred tax assets: Federal net operating loss $ 24,964,000 $ 19,434,000 State net operating loss 13,781,000 12,508,000 Research and development tax credits 7,902,000 5,333,000 Capitalized R&D 45,666,000 38,360,000 Nonqualified Stock Options 19,803,000 15,511,000 Accruals 1,546,000 655,000 Intangibles and Fixed Assets 2,732,000 4,394,000 Other 2,000 - Less: valuation allowance (116,396,000 ) (96,195,000 ) Total $ - $ - |
Schedule of reconcilation of the statutory tax rate to the effective tax rate | Year Ended Year Ended Statutory federal income tax rate 21.00 % 21.00 % State (net of federal benefit) (9.46 )% 14.26 % Non-deductible expenses (0.53 )% (0.38 )% R&D Credit 1.64 % 1.53 % Other 0.22 % 0.0 % Change in valuation allowance (12.87 )% (36.41 )% Effective income tax rate 0 % 0 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Operating cash flows | $ (103,801,617) | $ (91,873,395) |
Incurred negative operating cash flows | ||
Accumulated deficit | 462,110,935 | |
Sale of common stock | 42,728,599 | |
Exercise of warrants | 1,264,523 | |
Exercise of options | 703,720 | |
Cash | 5,395,905 | |
Short-term investments fair value | 142,926,781 | |
Other income expense | 6,351,606 | 0 |
Short-term investment instruments | 142,926,781 | 167,466,167 |
Unrealized loss | $ 4,220,255 | |
Unrealized gain | $ 611,382 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive securities - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 15,150,047 | 13,539,399 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,027,441 | 3,208,777 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,122,606 | 10,330,622 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Prepaid Expenses Abstract | ||
Insurance | $ 313,200 | $ 353,300 |
Research and Development | 3,619,800 | 10,708,800 |
Legal | 11,000 | |
Other | 102,200 | 228,400 |
Total | $ 4,035,200 | $ 11,301,500 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Expenses [Abstract] | ||
Research and development | $ 5,809,800 | $ 1,928,000 |
Professional fees | 116,500 | 168,000 |
Accrued bonus | 492,100 | 1,191,000 |
Accrued vacation | 529,800 | 450,400 |
Other | 258,700 | 131,000 |
Total | $ 7,206,900 | $ 3,868,400 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 21, 2022 | Dec. 16, 2022 | May 05, 2022 | Jan. 01, 2022 | Dec. 22, 2021 | Dec. 16, 2021 | Dec. 08, 2021 | Oct. 01, 2021 | Jul. 12, 2021 | Mar. 30, 2021 | Feb. 18, 2021 | Jan. 06, 2021 | May 15, 2020 | Sep. 20, 2022 | May 31, 2022 | May 25, 2022 | Mar. 28, 2022 | Dec. 17, 2021 | Jul. 16, 2021 | Jun. 25, 2021 | Jun. 18, 2021 | May 31, 2021 | Mar. 14, 2022 | Sep. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 19, 2022 | Sep. 30, 2022 | Dec. 31, 2014 | |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Exercise of warrants for proceeds (in Shares) | 1,264,523 | 2,628,061 | 221 | ||||||||||||||||||||||||||
Exercise of warrants (in Dollars) | $ 703,720 | $ 668,431 | |||||||||||||||||||||||||||
Shares of common stock (in Shares) | 8,823,530 | ||||||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 17 | ||||||||||||||||||||||||||||
Underwriters granted period | 30 days | ||||||||||||||||||||||||||||
Additional shares of common stock (in Shares) | 1,323,529 | ||||||||||||||||||||||||||||
Net proceeds from offering (in Dollars) | $ 161,226,945 | ||||||||||||||||||||||||||||
Aggregate offering price (in Dollars) | $ 100,000,000 | ||||||||||||||||||||||||||||
Granting to option or stock awards (in Shares) | 10,552,942 | 5,152,942 | |||||||||||||||||||||||||||
Granted option shares (in Shares) | 3,900,000 | 1,500,000 | |||||||||||||||||||||||||||
Stock options exercisable period | 10 years | ||||||||||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||||||||||
Options for shares (in Shares) | 1,569,664 | ||||||||||||||||||||||||||||
Available shares to be issued (in Shares) | 2,800,000 | 15,000 | |||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.2 | ||||||||||||||||||||||||||||
Term | 10 years | ||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 701,000 | $ 4,600,000 | $ 307,845 | $ 81.6 | $ 1,600,000 | $ 5 | |||||||||||||||||||||||
Discount rate | 0.75% | 0.59% | 9.99% | 2.55% | 2.90% | ||||||||||||||||||||||||
Expected life term | 5 years 6 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 5 years | 6 years 3 months | 6 years 3 months | |||||||||||||||||||||
Expected dividends rate | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | 0% | ||||||||||||||||||||
Total warrants shares (in Shares) | 260,000 | 65,000 | 25,000 | 5,477,004 | 260,000 | ||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 25.52 | $ 25.76 | |||||||||||||||||||||||||||
Term year | 1 year | 10 years | 10 years | 10 years | 10 years | 10 years | |||||||||||||||||||||||
Vesting period | 4 years | 4 years | 4 years | 4 years | 4 years | ||||||||||||||||||||||||
Expected volatility rate | 95% | 96% | 101% | 101% | 98% | 98% | |||||||||||||||||||||||
Additional compensation expense (in Dollars) | $ 110,000 | ||||||||||||||||||||||||||||
Vesting percentage | 4% | 4% | |||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 35.15 | ||||||||||||||||||||||||||||
Incurred expense shares (in Shares) | 3,392,419 | ||||||||||||||||||||||||||||
Stock based compensation, description | At December 31, 2022, the Company has unrecognized stock-based compensation expense of approximately $95,400,000 related to unvested stock options over the weighted average remaining service period of 2.7 years. The weighted average fair value of options granted during the years ended December 31, 2022 and 2021 was approximately $7.40 and $22.15 per share, respectively, on the date of grant using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||||||||
Treasury stock (in Dollars) | $ 1,452,016 | ||||||||||||||||||||||||||||
Warrants to consultant description | On October 1, 2021, the Company awarded a total of 42,000 warrants to a consultant with an exercise price of $26.74 and a 10-year term, vesting 25% after year one and 6.25% quarterly there after until 100% vested. The warrants have an aggregate fair value of $891,265 calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.10% (2) expected life of 6.25 years, (3) expected volatility of 99%, and (4) zero expected dividends. | ||||||||||||||||||||||||||||
Warrants to consultants exercise price description | the Company awarded a total of 400,000 warrants to consultants with an exercise price of $33.43 and a 10-year term, vesting over 4-year period. The warrants granted include time-based vesting grants and performance vesting based on the Company’s achievement of performance metrics. The warrants have an aggregate fair value of $10.6 million calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 0.59% (2) expected life of 6.25 years, (3) expected volatility of 101%, and (4) zero expected dividends. As of December 31, 2021, six performance metrics for 200,000 warrants were met. Vesting of such options is subject to the passage of time. For the year ended December 31, 2021, the Company incurred expense of $1,304,776 related to these warrants. | ||||||||||||||||||||||||||||
Stock-based compensation expense (in Dollars) | $ 6,200,000 | ||||||||||||||||||||||||||||
Warrants vested and outstanding (in Dollars) | $ 7,000 | ||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock issued (in Shares) | 181,336 | 433,856 | |||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 190,401 | ||||||||||||||||||||||||||||
Discount rate | 0.47% | ||||||||||||||||||||||||||||
Expected life term | 3 years | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 30.9 | ||||||||||||||||||||||||||||
Term year | 5 years | ||||||||||||||||||||||||||||
Expected volatility rate | 100% | ||||||||||||||||||||||||||||
Number of granted option (in Shares) | 10,000 | ||||||||||||||||||||||||||||
Common stock outstanding shares (in Shares) | 1,452,016 | 1,452,016 | |||||||||||||||||||||||||||
Warrants vested and outstanding (in Dollars) | $ 1,452 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 1.53% | ||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Vesting period | 3 years 4 months 13 days | ||||||||||||||||||||||||||||
Discount rate | 1.53% | 1.53% | 0.59% | ||||||||||||||||||||||||||
Expected life term | 5 years | 5 years | |||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 18 | $ 18.3 | |||||||||||||||||||||||||||
Expected volatility rate | 96% | 97% | 93% | ||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||||||||||
Discount rate | 2% | 3.94% | 1.31% | ||||||||||||||||||||||||||
Expected life term | 6 years 3 months | 6 years 3 months | |||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 21.46 | $ 36.19 | |||||||||||||||||||||||||||
Expected volatility rate | 98% | 99% | 94% | ||||||||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Price per share (in Dollars per share) | $ 15.98 | ||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock outstanding shares (in Shares) | 1,452,016 | 1,451,795 | |||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock issued (in Shares) | 83,698 | ||||||||||||||||||||||||||||
Common Stock [Member] | Equity Option [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Common stock issued (in Shares) | 174,619 | ||||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 1.6 | ||||||||||||||||||||||||||||
Discount rate | 1.73% | ||||||||||||||||||||||||||||
Expected life term | 10 years | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Total warrants shares (in Shares) | 50,000 | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 34.93 | ||||||||||||||||||||||||||||
Term year | 10 years | ||||||||||||||||||||||||||||
Expected volatility rate | 102% | ||||||||||||||||||||||||||||
Vesting percentage | 10% | ||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 1.23% | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 22.4 | ||||||||||||||||||||||||||||
Expected volatility rate | 1.18% | ||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 21.11 | $ 10 | |||||||||||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 5.20% | ||||||||||||||||||||||||||||
Expected life term | 1 year 3 months 21 days | ||||||||||||||||||||||||||||
Term year | 1 year | ||||||||||||||||||||||||||||
Expected volatility rate | 1.26% | ||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 10 | ||||||||||||||||||||||||||||
Jefferies LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 2,094,243 | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 8,169,325 | ||||||||||||||||||||||||||||
Discount rate | 2.85% | ||||||||||||||||||||||||||||
Expected life term | 6 years 3 months | 3 years 11 months 8 days | |||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Expected volatility rate | 3.04% | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 3.60% | ||||||||||||||||||||||||||||
Expected life term | 6 years 3 months | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 3.78% | ||||||||||||||||||||||||||||
Expected life term | 115 years | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | Stock Options [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Available shares to be issued (in Shares) | 199,432 | ||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ 3.37 | ||||||||||||||||||||||||||||
Term | 10 years | ||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 561,902 | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | Stock Options [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Discount rate | 3.61% | ||||||||||||||||||||||||||||
Volatility percentage | 120% | ||||||||||||||||||||||||||||
Black Scholes Option Pricing Model [Member] | Stock Options [Member] | Maximum [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Expected life term | 5 years | ||||||||||||||||||||||||||||
Consultants [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 847,583 | $ 1.1 | $ 212,219 | $ 39,700,000 | |||||||||||||||||||||||||
Discount rate | 0.43% | ||||||||||||||||||||||||||||
Expected life term | 3 years | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 22.53 | $ 34.77 | $ 33.43 | $ 19.03 | |||||||||||||||||||||||||
Term year | 10 years | 5 years | 10 years | ||||||||||||||||||||||||||
Expected volatility rate | 5.50% | 99% | |||||||||||||||||||||||||||
Number of granted option (in Shares) | 50,000 | 10,000 | 1,490,000 | 500,000 | |||||||||||||||||||||||||
Vesting percentage | 1% | ||||||||||||||||||||||||||||
Vesting period | 4 years | ||||||||||||||||||||||||||||
Metrics options (in Shares) | 520,000 | ||||||||||||||||||||||||||||
Incurred expense shares (in Shares) | 3,304,310 | ||||||||||||||||||||||||||||
Consultants One [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 211,653 | ||||||||||||||||||||||||||||
Discount rate | 0.43% | ||||||||||||||||||||||||||||
Expected life term | 3 years | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 34.35 | ||||||||||||||||||||||||||||
Term year | 5 years | ||||||||||||||||||||||||||||
Expected volatility rate | 100% | ||||||||||||||||||||||||||||
Number of granted option (in Shares) | 10,000 | ||||||||||||||||||||||||||||
Jefferies LLC [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate of offering price (in Dollars) | $ 75,000,000 | ||||||||||||||||||||||||||||
Jefferies LLC [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Shares of common stock (in Shares) | 651,674 | ||||||||||||||||||||||||||||
Net cash proceeds (in Dollars) | $ 42,728,599 | $ 23,416,036 | |||||||||||||||||||||||||||
Arbormentis LLC [Member] | |||||||||||||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||||||||||||
Aggregate fair value of options (in Dollars) | $ 10,241,599 | ||||||||||||||||||||||||||||
Discount rate | 0.48% | ||||||||||||||||||||||||||||
Expected life term | 3 years 6 months | ||||||||||||||||||||||||||||
Expected dividends rate | 0% | ||||||||||||||||||||||||||||
Exercise price per share (in Dollars per share) | $ 31.17 | ||||||||||||||||||||||||||||
Term year | 7 years | ||||||||||||||||||||||||||||
Expected volatility rate | 101% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of changes in options - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Changes in Options [Abstract] | ||
Number of Shares, Outstanding and expected to vest, Beginning balance | 10,330,622 | 3,905,737 |
Weighted Average Exercise Price Per Share, Outstanding and expected to vest, Beginning balance | $ 22.52 | $ 24.32 |
Weighted Average Remaining Contractual Term (Years), Beginning balance | 8 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding and expected to vest, Beginning balance | $ 46,088,534 | $ 48,952,339 |
Number of Shares, Granted | 3,744,432 | 7,057,004 |
Weighted Average Exercise Price Per Share, Granted | $ 7.4 | $ 21.15 |
Weighted Average Remaining Contractual Term (Years), Granted | 9 years 9 months 18 days | 9 years 9 months 18 days |
Aggregate Intrinsic Value, Outstanding and expected to vest, Granted | ||
Number of Shares, Exercised | (83,698) | (174,619) |
Weighted Average Exercise Price Per Share, Exercised | ||
Weighted Average Remaining Contractual Term (Years), Exercised | ||
Aggregate Intrinsic Value, Outstanding and expected to vest, Exercised | ||
Number of Shares, Forfeited | (1,868,750) | (457,500) |
Weighted Average Exercise Price Per Share, Forfeited | ||
Weighted Average Remaining Contractual Term (Years), Forfeited | ||
Aggregate Intrinsic Value, Outstanding and expected to vest, Forfeited | ||
Number of Shares, Outstanding and expected to vest, Ending balance | 12,122,606 | 10,330,622 |
Weighted Average Exercise Price Per Share, Outstanding and expected to vest, Ending balance | $ 18.19 | $ 22.52 |
Weighted Average Remaining Contractual Term (Years), Ending balance | 8 years 6 months | 9 years |
Aggregate Intrinsic Value, Outstanding and expected to vest, Ending balance | $ 417,998 | $ 46,088,534 |
Number of Shares, Options exercisable | 4,356,099 | |
Weighted Average Exercise Price Per Share, Options exercisable | $ 21.83 | |
Weighted Average Remaining Contractual Term (Years), Options exercisable | 7 years 4 months 24 days | |
Aggregate Intrinsic Value, Options exercisable | $ 74,348 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of unrecognized stock-based compensation expense | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Jan. 01, 2022 | Dec. 22, 2021 | Feb. 18, 2021 | Jan. 06, 2021 | Sep. 20, 2022 | Mar. 28, 2022 | Dec. 17, 2021 | Mar. 14, 2022 | Sep. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stockholders' Equity (Details) - Schedule of unrecognized stock-based compensation expense [Line Items] | |||||||||||
Risk free interest rate | 0.75% | 0.59% | 9.99% | 2.55% | 2.90% | ||||||
Dividend yield | 0% | 0% | |||||||||
Expected term (in years) | 5 years 6 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 6 years 3 months | 5 years | 6 years 3 months | 6 years 3 months | |||
Minimum [Member] | |||||||||||
Stockholders' Equity (Details) - Schedule of unrecognized stock-based compensation expense [Line Items] | |||||||||||
Risk free interest rate | 1.53% | 1.53% | 0.59% | ||||||||
Volatility | 93% | 97% | |||||||||
Expected term (in years) | 5 years | 5 years | |||||||||
Maximum [Member] | |||||||||||
Stockholders' Equity (Details) - Schedule of unrecognized stock-based compensation expense [Line Items] | |||||||||||
Risk free interest rate | 2% | 3.94% | 1.31% | ||||||||
Volatility | 120% | 101% | |||||||||
Expected term (in years) | 6 years 3 months | 6 years 3 months |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of the changes in outstanding warrants - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of the Changes in Outstanding Warrants [Abstract] | ||
Number of Shares, Outstanding, Beginning balance | 3,208,777 | 2,670,633 |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 16.45 | $ 9.11 |
Number of Shares, Outstanding, Ending balance | 3,027,441 | 3,208,777 |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $ 17.02 | $ 16.45 |
Number of Shares, Warrants exercisable | 2,770,004 | |
Weighted Average Exercise Price Per Share, Warrants exercisable | $ 15.58 | |
Number of Shares, Issued | 1,452,016 | 972,000 |
Weighted Average Exercise Price Per Share, Issued | $ 0.001 | $ 31.98 |
Number of Shares, Exercised | (1,633,352) | (433,856) |
Weighted Average Exercise Price Per Share, Exercised | $ 0.77 | $ 6.06 |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of stock-based compensation expense - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 44,194,800 | $ 40,494,500 |
Research and development [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 7,882,700 | 15,835,900 |
General and administrative [Member] | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 36,312,100 | $ 24,658,600 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 27, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Description of class life changes | the Coronavirus Aid Relief and Economic Security (“CARES”) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back net operating losses (“NOLs”) incurred from tax years 2018 through 2020 up to the five preceding tax years. Most of these provisions are either not applicable or have no material effect on the Company. | ||
Valuation allowance increase decrease | $ 20,201,000 | $ 45,775,000 | |
Net operating loss carry forwards description | At December 31, 2022, the Company had federal, New York State and New York City net operating loss (NOL) carryforwards of approximately $118,877,000, $74,792,000 and $74,408,000 respectively, which begin expiring in 2028, 2033 and 2033 respectively. Approximately $73,357,000 federal NOL can be carried forward indefinitely but it is limited to 80% of future taxable income. | ||
Federal tax credit carryforwards | $ 7,877,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Federal net operating loss | $ 24,964,000 | $ 19,434,000 |
State net operating loss | 13,781,000 | 12,508,000 |
Research and development tax credits | 7,902,000 | 5,333,000 |
Capitalized R&D | 45,666,000 | 38,360,000 |
Nonqualified Stock Options | 19,803,000 | 15,511,000 |
Accruals | 1,546,000 | 655,000 |
Intangibles and Fixed Assets | 2,732,000 | 4,394,000 |
Other | 2,000 | |
Less: valuation allowance | (116,396,000) | (96,195,000) |
Total |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of reconcilation of the statutory tax rate to the effective tax rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconcilation of the Statutory Tax Rate to the Effective Tax Rate [Abstract] | ||
Statutory federal income tax rate | 21% | 21% |
State (net of federal benefit) | (9.46%) | 14.26% |
Non-deductible expenses | (0.53%) | (0.38%) |
R&D Credit | 1.64% | 1.53% |
Other | 0.22% | 0% |
Change in valuation allowance | (12.87%) | (36.41%) |
Effective income tax rate | 0% | 0% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||||
Aug. 01, 2021 | Jul. 16, 2021 | Jun. 08, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies (Details) [Line Items] | |||||
Pay licensor | $ 45,000 | ||||
License agreement, description | Under the terms of the License Agreement, the Company paid Arbormentis, LLC an upfront fee of $12.7 million, consisting of a mix of cash and warrants to purchase the Company’s common stock, in addition to potential milestone payments totaling up to approximately $160 million related to pre-specified development and commercialization milestones. Arbormentis, LLC is also eligible to receive a low single digit royalty on net sales of any commercialized therapy resulting from this agreement. The license agreement is terminable by the Company but is perpetual and not terminable by the licensor absent material breach of its terms by the Company. | ||||
Rent amount | $ 11,000 | ||||
Lease period | 5 months | ||||
Lease agreement expiry date | Dec. 31, 2021 | ||||
Lease expense | $ 9,000 | ||||
Rent expense | $ 129,600 | 111,800 | |||
Unearned interest income | $ 4,000 | ||||
Licensing Agreements [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of rights granted to license agreement | In consideration of the rights granted to Relmada under the License Agreement, Relmada paid the Licensor an upfront, non-refundable license fee of $180,000. Additionally, Relmada will pay Licensor $45,000 every three months until the earliest to occur of the following events: (i) the first commercial sale of a licensed product anywhere in the world, (ii) the expiration or invalidation of the last to expire or be invalidated of the patent rights anywhere in the world, or (iii) the termination of the License Agreement. Relmada will also pay Licensor tiered royalties with a maximum rate of 2%, decreasing to 1.75%, and 1.5% in certain circumstances, on net sales of licensed products covered under the License Agreement. Relmada will also pay Licensor tiered payments up to a maximum of 20%, and decreasing to 17.5%, and 15% in certain circumstances, of all consideration received by Relmada for sublicenses granted under the License Agreement. | ||||
Licensing Agreements [Member] | Minimum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Term of licensing agreement | 15 years | ||||
Licensing Agreements [Member] | Maximum [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Term of licensing agreement | 20 years | ||||
FFE [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Description of lease agreement | Pursuant to the terms of the agreement, Actinium licensed the furniture, fixtures, equipment and tenant improvements located in the office (FFE) for a license fee of $7,529 per month until December 8, 2022. Actinium had at any time during the term of this agreement the right to purchase the FFE for $496,914, less any previously paid license fees. On July 7, 2022, Actinium exercised its right to purchase the FFE for $52,698. The license of FFE qualifies as a sales-type lease. At inception, the Company derecognized the underlying assets of $493,452, recognized discounted lease payments receivable of $397,049 using the discount rate of 8.38% and recognized loss on sales-type lease of fixed assets of $96,403. | ||||
Wonpung [Member] | Licensing Agreements [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
License agreement | $ 1,500,000 | ||||
Net sales rate | 12% | ||||
Wonpung [Member] | Business Combination [Member] | Licensing Agreements [Member] | |||||
Commitments and Contingencies (Details) [Line Items] | |||||
Business acquisition, description | Based upon a prior acquisition, the Company assumed an obligation to pay a third party (Dr. Charles E. Inturrisi and Dr. Paolo Manfredi – see below): (A) royalty payments up to 2% on net sales of licensed products that are not sold by sublicensee and (B) on each and every sublicense earned royalty payment received by licensee from its sublicensee on sales of license product by sublicensee, the higher of (i) 20% of the royalties received by licensee; or (ii) up to 2% of net sales of sublicensee. The Company will also make milestone payments of up to $4 or $2 million, for the first commercial sale of product in the field that has a single active pharmaceutical ingredient, and for the first commercial sale of product in the field of product that has more than one active pharmaceutical ingredient, respectively. As of December 31, 2022, the Company has not generated any revenue related to this license agreement. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 06, 2021 | Mar. 06, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | |
Dr. Vitolo [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Severance fees | $ 200,000 | |||
Exercise price (in Shares) | 126,562 | |||
Attorneys fees | $ 45,000 | |||
Dr. Wessel [Member] | ||||
Related Party Transactions (Details) [Line Items] | ||||
Severance fees | $ 237,500 | |||
Accrued vacation | $ 28,940 |
Other Postretirement Benefit _2
Other Postretirement Benefit Plan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | ||
Employee contributions, description | The Company matches 100% of the first 3% of employee contributions, plus 50% of employee contributions that exceed 3% but do not exceed 5%. | |
Employee contribution expense | $ 105,216 | $ 112,910 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 3 Months Ended |
Mar. 23, 2023 $ / shares shares | |
Subsequent Events (Details) [Line Items] | |
Srock options issued | shares | 620,000 |
Exercise term | 10 years |
Vesting period | 4 years |
Stock options awarded | shares | 220,000 |
Minimum [Member] | |
Subsequent Events (Details) [Line Items] | |
Exercise price ranging | $ / shares | $ 3.18 |
Maximum [Member] | |
Subsequent Events (Details) [Line Items] | |
Exercise price ranging | $ / shares | $ 4.3 |