Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 20, 2022 | Jun. 30, 2021 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 333-249434 | ||
Entity Registrant Name | Synaptogenix, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 46-1585656 | ||
Entity Address, Address Line One | 1185 Avenue of the Americas | ||
Entity Address, Address Line Two | 3rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
City Area Code | 973 | ||
Local Phone Number | 242-0005 | ||
Entity Address, Postal Zip Code | 10036 | ||
Title of 12(b) Security | Common Stock, $0.0001 par valueper share | ||
Trading Symbol | SNPX | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001571934 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 59,482,160 | ||
Entity Common Stock, Shares Outstanding | 6,809,647 | ||
Auditor Name | Friedman LLP | ||
Auditor Location | East Hanover, NJ | ||
Auditor Firm ID | 711 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 34,213,989 | $ 5,795,055 |
Prepaid Clinical trial expenses | 1,271,537 | 781,798 |
Prepaid expenses and other current assets | 18,689 | 151,936 |
TOTAL CURRENT ASSETS | 35,504,215 | 6,728,789 |
Fixed assets, net of accumulated depreciation | 20,445 | 22,212 |
TOTAL ASSETS | 35,524,660 | 6,751,001 |
CURRENT LIABILITIES | ||
Accounts payable | 1,296,506 | 1,260,335 |
Accrued expenses | 698,406 | 352,154 |
TOTAL CURRENT LIABILITIES | 1,994,912 | 1,612,489 |
Commitments and contingencies | ||
SHAREHOLDERS' EQUITY | ||
Preferred stock - 1,000,000 shares authorized as of December 31, 2021, $0.0001 par value; 0 shares issued and outstanding as of December 31, 2021 and 2020 | ||
Common stock - 150,000,000 shares authorized as of December 31, 2021, $0.0001 par value; 6,730,180 shares issued and outstanding as of December 31, 2021 and 1,257,579 shares as of December 31, 2020. | 674 | 126 |
Additional paid-in capital | 47,670,744 | 6,668,859 |
Accumulated deficit | (14,141,670) | (1,530,473) |
TOTAL SHAREHOLDERS' EQUITY | 33,529,748 | 5,138,512 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 35,524,660 | $ 6,751,001 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONDENSED BALANCE SHEETS | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 6,730,180 | 1,257,579 |
Common stock, shares outstanding | 6,730,180 | 1,257,579 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING EXPENSES: | ||
Research and development | $ 4,336,414 | $ 3,069,034 |
General and administrative | 8,281,893 | 8,087,376 |
TOTAL OPERATING EXPENSES | 12,618,307 | 11,156,410 |
OTHER INCOME (EXPENSE): | ||
Warrant amendment expense | (1,700,000) | |
Interest income | 7,110 | 153,213 |
TOTAL OTHER INCOME (EXPENSE) | 7,110 | (1,546,787) |
Net loss before income taxes | 12,611,197 | 12,703,197 |
Net loss | 12,611,197 | 12,703,197 |
Deemed dividend as a result of common stock and warrants issued pursuant to Spin-Off | 2,427,000 | |
Net loss attributable to common shareholders | $ 12,611,197 | $ 15,130,197 |
PER SHARE DATA: | ||
Basic loss per common share | $ 2.51 | $ 12.03 |
Diluted loss per common share | $ 2.51 | $ 12.03 |
Basic weighted average common shares outstanding | 5,015,100 | 1,257,579 |
Diluted weighted average common shares outstanding | 5,015,100 | 1,257,579 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) | Parent Company Investment. | Common stock | Preferred stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance, Beginning at Dec. 31, 2019 | $ 17,418,765 | $ 0 | $ 0 | $ 0 | $ 0 | $ 17,418,765 |
Balance, Beginning (in shares) at Dec. 31, 2019 | 0 | 0 | ||||
Net change in Parent company investment | 16,524,189 | $ 0 | $ 0 | 0 | 0 | 16,524,189 |
Parent company stock based compensation | 1,701,376 | 0 | 0 | 0 | 0 | 1,701,376 |
Issuance of common stock for consulting fees | 120,000 | 0 | 0 | 0 | 0 | 120,000 |
Consulting services paid by issuance of Parent company common stock warrants | 380,740 | 0 | 0 | 0 | 0 | 380,740 |
Warrant amendment expense | 1,700,000 | 0 | 0 | 0 | 0 | 1,700,000 |
Net loss | (11,172,724) | 0 | 0 | 0 | 0 | (11,172,724) |
Balance, Ending at Dec. 02, 2020 | 26,672,346 | $ 0 | $ 0 | 0 | 0 | 26,672,346 |
Balance, Ending (in shares) at Dec. 02, 2020 | 0 | 0 | ||||
Balance, Beginning at Dec. 31, 2019 | 17,418,765 | $ 0 | $ 0 | 0 | 0 | 17,418,765 |
Balance, Beginning (in shares) at Dec. 31, 2019 | 0 | 0 | ||||
Warrant amendment expense | 1,700,000 | |||||
Net loss | (12,703,197) | |||||
Balance, Ending at Dec. 31, 2020 | 0 | $ 126 | $ 0 | 6,668,859 | (1,530,473) | 5,138,512 |
Balance, Ending (in shares) at Dec. 31, 2020 | 1,257,579 | 0 | ||||
Balance, Beginning at Dec. 02, 2020 | 26,672,346 | $ 0 | $ 0 | 0 | 0 | 26,672,346 |
Balance, Beginning (in shares) at Dec. 02, 2020 | 0 | 0 | ||||
Distribution to Petros Pharmaceuticals, Inc. pursuant to merger of Parent company with Metuchen Pharmaceuticals, LLC | (20,003,361) | $ 0 | $ 0 | 0 | 0 | (20,003,361) |
Capitalization at spin-off | (6,668,985) | $ 126 | $ 0 | 6,668,859 | 0 | 0 |
Capitalization at spin-off (in shares) | 1,257,579 | 0 | ||||
Net loss | 0 | $ 0 | $ 0 | 0 | (1,530,473) | (1,530,473) |
Balance, Ending at Dec. 31, 2020 | 0 | $ 126 | $ 0 | 6,668,859 | (1,530,473) | 5,138,512 |
Balance, Ending (in shares) at Dec. 31, 2020 | 1,257,579 | 0 | ||||
Parent company stock based compensation | 0 | $ 0 | $ 0 | 3,282,384 | 0 | 3,282,384 |
Issuance of common stock for consulting fees | 0 | $ 0 | $ 0 | 27,159 | 0 | 27,159 |
Issuance of common stock for consulting fees (in shares) | 3,763 | 0 | ||||
Issuance of warrants for consulting fees | 0 | $ 0 | $ 0 | 560,033 | 0 | 560,033 |
Private placement of common stock and warrants | 0 | $ 384 | $ 0 | 23,783,776 | 0 | 23,784,160 |
Private placement of common stock and warrants (in shares) | 3,837,580 | 0 | ||||
Exercise of common stock warrants | 0 | $ 164 | $ 0 | 13,350,062 | 0 | 13,350,226 |
Exercise of common stock warrants (in shares) | 1,631,603 | 0 | ||||
Reverse stock split redemptions | 0 | $ 0 | $ 0 | (1,529) | 0 | (1,529) |
Reverse stock split redemptions (in shares) | (345) | 0 | ||||
Net loss | 0 | $ 0 | $ 0 | 0 | (12,611,197) | (12,611,197) |
Balance, Ending at Dec. 31, 2021 | $ 0 | $ 674 | $ 0 | $ 47,670,744 | $ (14,141,670) | $ 33,529,748 |
Balance, Ending (in shares) at Dec. 31, 2021 | 6,730,180 | 0 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 02, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOW USED IN OPERATING ACTIVITIES | |||
Net loss | $ (11,172,724) | $ (12,611,197) | $ (12,703,197) |
Adjustments to reconcile net loss to net cash used by operating activities | |||
Parent company stock based compensation | 1,701,376 | 1,701,376 | |
Stock based compensation | 3,282,384 | ||
Consulting services paid by issuance of common stock | 27,159 | ||
Consulting services paid by issuance of common stock warrants | 560,033 | ||
Consulting services paid by issuance of Parent company common stock | 120,000 | ||
Consulting services paid by issuance of Parent company common stock warrants | 380,740 | ||
Warrant amendment expense | 1,700,000 | 1,700,000 | |
Depreciation expense | 4,966 | 4,872 | |
Change in assets and liabilities | |||
(Increase) in prepaid expenses | (356,492) | (439,622) | |
Increase in accounts payable | 36,172 | 847,254 | |
Increase in accrued expenses | 346,250 | 286,179 | |
Total adjustments | 3,900,472 | 4,600,799 | |
Net Cash Used in Operating Activities | (8,710,725) | (8,102,398) | |
CASH FLOWS USED IN INVESTING ACTIVITIES | |||
Purchase of fixed assets | (3,199) | (5,413) | |
Net Cash Used in Investing Activities | (3,199) | (5,413) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Private placements of common stock and warrants | 23,784,161 | ||
Proceeds from exercise of investor warrants | 13,350,226 | ||
Cash in lieu of shares for reverse stock split | (1,529) | ||
Net transfer from parent | 16,524,189 | ||
Distribution to Petros Pharmaceuticals, Inc. pursuant to merger of Neurotrope, Inc. with Metuchen Pharmaceuticals, LLC | (20,003,361) | ||
Net Cash Provided by Financing Activities | 37,132,858 | (3,479,172) | |
NET INCREASE IN CASH AND EQUIVALENTS | 28,418,934 | (11,586,983) | |
CASH AND EQUIVALENTS AT BEGINNING OF YEAR | $ 17,382,038 | 5,795,055 | 17,382,038 |
CASH AND EQUIVALENTS AT END OF YEAR | $ 34,213,989 | 5,795,055 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES: | |||
Deemed dividend as a result of common stock and warrants issued pursuant to Spin-Off | $ 2,427,000 |
Organization, Business, Risks a
Organization, Business, Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Business, Risks and Uncertainties | |
Organization, Business, Risks and Uncertainties | Note 1 – Organization, Business, Risks and Uncertainties: Organization and Business On May 17, 2020, Neurotrope, Inc. (“Neurotrope” or “the Parent”) announced plans for the complete legal and structural separation of its wholly owned subsidiary, Neurotrope Bioscience, Inc., from Neurotrope (the “Spin-Off”). Under the Separation and Distribution Agreement, Neurotrope planned to distribute all of its equity interest in this wholly owned subsidiary to Neurotrope’s stockholders. Following the Spin-Off, Neurotrope does not own any equity interest in the Company, and we operate independently from Neurotrope. On December 7, 2020 we became an independent company, Synaptogenix, Inc., a Delaware corporation (formerly known as Neurotrope Bioscience, Inc.) (the “Company” or “Synaptogenix”) as the Company amended and restated their certificate of incorporation which, among other things, changed its name to Synaptogenix, Inc. Our shares of common stock are listed on The Nasdaq Capital Market under the symbol “SNPX.” Neurotrope Bioscience, Inc. was incorporated in Delaware on October 31, 2012 to advance new therapeutic and diagnostic technologies in the field of neurodegenerative disease, primarily Alzheimer’s disease (“AD”). The Company is collaborating with Cognitive Research Enterprises, Inc. (formerly known as the Blanchette Rockefeller Neurosciences Institute, or BRNI) (“CRE”), a related party, in this process. The exclusive rights to certain technology were licensed by CRE to the Company on February 28, 2013 (see Note 4 - Related Party Transactions and Licensing / Research Agreements). In connection with the separation from Neurotrope, we entered into a Separation and Distribution Agreement and several other ancillary agreements. These agreements govern the relationship between the parties after the separation and allocate between the parties’ various assets, liabilities, rights and obligations following the separation, including employee benefits, intellectual property, information technology, insurance and tax-related liabilities Spin-Off On December 1, 2020, Neurotrope,and Petros Pharmaceuticals, Inc., a Delaware corporation (“Petros”) and formerly Metuchen Pharmaceuticals LLC, consummated their reverse merger transactions (the “Mergers”) contemplated by a certain Agreement and Plan of Merger dated as of May 17, 2020 (the “Merger Agreement”), as amended. As a condition to the Mergers, Neurotrope approved a transaction (the “Spin-Off”), which became effective on December 7, 2020, whereby (i) any cash in excess of $20,000,000, subject to adjustment as provided in the Merger Agreement, and all of the operating assets and liabilities of Neurotrope not retained by Neurotrope in connection with the Mergers were contributed to Neurotrope Bioscience, Inc., and (ii) holders of record of Neurotrope common stock, Neurotrope preferred stock and certain warrants that were not amended and restated as of the Spin-Off Record Date received a pro rata distribution at the rate of (i) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock held, (ii) one share of Synaptogenix common stock for every five shares of Neurotrope common stock issuable upon conversion of Neurotrope preferred stock held and (iii) one share of Synaptogenix, Inc. common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held that were entitled to participate in the Spin-Off pursuant to the terms thereof (collectively, the “Distribution”). Any fractional shares were paid in cash. The holders of Neurotrope’s amended and restated warrants to purchase 4,889,158 shares of Neurotrope common stock (the “A&R Warrants”) received 977,831 warrants to purchase shares of Synaptogenix common stock upon the exercise of such A&R Warrants held as of the Spin-Off Record Date (collectively, the “Spin-Off Warrants”). All the warrants have five year terms from December 2, 2020. See Note 8 – Common Stock Warrants. Liquidity Uncertainties As of December 31, 2021, the Company had approximately $34.2 million in cash and cash equivalents as compared to $5.8 million at December 31, 2020. The Company expects that its current cash and cash equivalents, approximately $32.3 million as of the date of this annual report, which includes cash received during January and February, 2022 of approximately $0.6 million from the exercise of investor warrants, will be sufficient to support its projected operating requirements for at least the next 12 months from this date. The operating requirements include the current development plans for Bryostatin-1, our novel drug candidate targeting the activation of PKC epsilon and other development projects. The Company expects to need additional capital in order to initiate and pursue potential additional development projects, including the continuing development beyond the current Phase 2 trial. Any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders, and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its technologies or product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, will likely have a materially adverse effect on our business, financial condition and results of operations. Other Risks and Uncertainties The Company operates in an industry that is subject to rapid technological change, intense competition, and significant government regulation. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risk. Such factors include, but are not necessarily limited to, the results of clinical testing and trial activities, the ability to obtain regulatory approval, the limited supply of raw materials, the ability to obtain favorable licensing, manufacturing or other agreements, including risk associated with our CRE licensing agreement, and the ability to raise capital to achieve strategic objectives. CRE has entered into a material transfer agreement with the National Cancer Institute of the National Institutes of Health (“NCI”), pursuant to which the NCI has agreed to supply bryostatin required for the Company’s pre-clinical research and clinical trials. This agreement does not provide for a sufficient amount of bryostatin to support the completion of all of the clinical trials that the Company is required to conduct in order to seek U.S. Food and Drug Administration (“FDA”) approval. Therefore, CRE or the Company would have to enter into one or more subsequent agreements with the NCI for the supply of additional amounts of bryostatin. If CRE or the Company were unable to secure such additional agreements, or if the NCI otherwise discontinues the supply, the Company would have to either secure another source of bryostatin or discontinue its efforts to develop and commercialize Bryostatin-1 for the treatment of AD. In June 2020, the Company entered into a supply agreement (the “Supply Agreement”) with BryoLogyx Inc. (“BryoLogyx”), pursuant to which BryoLogyx agreed to be the Company’s exclusive supplier of synthetic bryostatin. Pursuant to the terms of the Supply Agreement, the Company received its initial order of one gram synthetic bryostatin. See Note 3. The Company also faces the ongoing risk that the coronavirus pandemic may slow, for an unforeseeable period, the conduct of the Company’s trial. In order to prioritize patient health and that of the investigators at clinical trial sites, we will monitor enrollment of new patients in our current Phase 2 clinical trial. In addition, some patients may be unwilling to enroll in our trials or be unable to comply with clinical trial protocols if quarantines or travel restrictions impede patient movement or interrupt healthcare services. These and other factors outside of our control could delay our ability to conduct clinical trials or release clinical trial results. In addition, the effects of a pandemic resurgence may also increase non-trial costs such as insurance premiums, increase the demand for and cost of capital, increase loss of work time from key personnel, and negatively impact our key clinical trial vendors and suppliers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies: Basis of Presentation: Subsequent to the Spin-Off, the Company’s financial statements as of December 31, 2020 and for the period December 7, 2020 to December 31, 2020 are presented on a consolidated basis as the Company became a standalone public company on December 7, 2020. The Company’s combined financial statements for the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the year ending December 30, 2020 and were derived from the consolidated financial statements and accounting records of Neurotrope, the former Parent. These combined financial statements reflect the historical results of operations, financial position and cash flows of the former Parent’s Spin-Off business which was a wholly owned subsidiary of Neurotrope, Neurotrope Bioscience, Inc., and represented substantially all the business of Neurotrope. These financial statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions between the Company and Neurotrope have been included in our financial statements and are considered to be effectively settled for cash at the time the Spin-Off was recorded. The total net effect of the settlement of these intercompany transactions is reflected in our statements of cash flow as a financing activity and in the balance sheets as “Parent company investment”. See Note 9. Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. Cash and Cash Equivalents and Concentration of Credit Risk: The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $6.5 million. In addition, approximately $27.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. Fixed Assets and Leases: The Company has two leases, one has a term of two years during the respective reporting periods. The Company has deemed the two year lease immaterial and has not recorded it as an obligation on the balance sheet nor a right-of-use asset. The total future expense relating to this lease is approximately $50,000 per year. Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between three Research and Development Costs: All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services, other than non-refundable advance payments as mentioned above, at December 31, 2021 and December 31, 2020. Loss Per Share of Common Stock: On the Spin Off date, 1,257,579 shares of the Company’s common stock, par value $0.0001 per share (the Common Stock”) were distributed to Neurotrope stockholders as of November 30, 2020 (the “Record Date”). This share amount was being utilized for the calculation of basic earnings (loss) per share (“EPS”) for the periods prior to the Spin-Off because the Company was a wholly-owned subsidiary of Neurotrope prior to the Spin Off date. For the periods after the Spin-Off Date, EPS attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of Common Stock outstanding during the period. Pre-funded, or “penny” warrants were included in the calculation of outstanding shares for purposes of basic loss per share. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. Income Taxes: The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company applies the provisions of FASB ASC 740-10, Accounting for Uncertain Tax Positions The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $79.1 million for the period from October 31, 2012 (inception) through December 31, 2021. The net operating loss carryforwards resulted in a deferred tax asset of approximately $16.6 million at December 31, 2021. Income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deductions under existing tax law. The deferred tax asset is offset by a full valuation allowance. The Company (collectively with Neurotrope, Inc. / Petros Pharmaceuticals, Inc.) may be subject to significant U.S. federal income tax-related liabilities with respect to our prior distribution of all of the issued and outstanding shares of the common stock of Neurotrope Bioscience, Inc., the former subsidiary of Neurotrope, to our stockholders as of and on November 30, 2020 (the “Spin-Off”), if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, the Company believes substantially to the effect that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code. If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, the Company would be liable for U.S. federal income tax related liabilities. Pursuant to the Separation and Distribution Agreement and the Tax Matters Agreement, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses. At December 31, 2021 and as of the date of financial statement issuance date, the Company does not have any indemnification liabilities. Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards are limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing. Expense Reimbursement for Grant Award: The Company reduces its research and development expenses by funding received or receivable from an NIH grant during the period that the expenses are incurred. The Company recognized grant related expense reductions during the year ended December 31, 2021 of approximately $1.1 million and approximately $850,000 during the year ended December 31, 2020. See Note 5, “ Clinical Trial Services Agreements Of the total $2.7 million available from the NIH grant, approximately $2.6 million was received for trial-related expenses incurred since grant inception to December 31, 2021, with the remaining $0.1 million received during February 2022. The Company has received the maximum reimbursements under the grant. Recent Accounting Pronouncements: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, which reduces the number of accounting models for convertible instruments, amends diluted earnings per share calculations for convertible instruments and allows more contracts to qualify for equity classification. ASU 2020-06 will be effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is evaluating the adoption of ASU 2020-06. |
Collaborative Agreements and Co
Collaborative Agreements and Commitments | 12 Months Ended |
Dec. 31, 2021 | |
Collaborative Agreements and Commitments | |
Collaborative Agreements and Commitments | Note 3– Collaborative Agreements and Commitments: Stanford License Agreements On May 12, 2014, the Company entered into a license agreement (the “Stanford Agreement”) with The Board of Trustees of The Leland Stanford Junior University (“Stanford”), pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of bryostatin structural derivatives, known as “bryologs,” for use in the treatment of central nervous system disorders, lysosomal storage diseases, stroke, cardio protection and traumatic brain injury, for the life of the licensed patents. The Company is required to use commercially reasonable efforts to develop, manufacture and sell products (“Licensed Products”) in the Licensed Field of Use (as defined) during the term of the licensing agreement which expires upon the termination of the last valid claim of any licensed patent under this agreement. In addition, the Company must meet specific diligence milestones, and upon meeting such milestones, make specific milestone payments to Stanford. The Company must also pay Stanford royalties of 3% of net sales, if any, of Licensed Products (as defined) and milestone payments of up to $3.7 million dependent upon stage of product development. As of December 31, 2021, no royalties nor milestone payments have been required. On January 19, 2017, the Company entered into a second license agreement with Stanford, pursuant to which Stanford has granted to the Company a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under certain patent rights and related technology for the use of “Bryostatin Compounds and Methods of Preparing the Same,” or synthesized bryostatin, for use in the treatment of neurological diseases, cognitive dysfunction and psychiatric disorders, for the life of the licensed patents. The Company paid Stanford $70,000 upon executing the license and is obligated to pay an additional $10,000 annually as a license maintenance fee. In addition, based upon certain milestones which include product development and commercialization, the Company will be obligated to pay up to an additional $2.1 million and between 1.5% and 4.5% royalty payments on certain revenues generated by the Company relating to the licensed technology. On November 9, 2021, the Company revised the existing licensing agreement with Stanford. The revisions extended all the required future product development and commercialization milestones. The Company is currently in full compliance with the revised agreement and is moving forward on its commitments. The Company has made all required annual maintenance payments. To-date, Mt. Sinai License Agreement On July 14, 2014, the Company entered into an Exclusive License Agreement (the “Mount Sinai Agreement”) with the Icahn School of Medicine at Mount Sinai (“Mount Sinai”). Pursuant to the Mount Sinai Agreement, Mount Sinai granted the Company (a) a revenue-bearing, world-wide right and exclusive license, with the right to grant sublicenses (on certain conditions), under Mount Sinai’s interest in certain joint patents held by the Company and Mount Sinai (the “Joint Patents”) as well as in certain results and data (the “Data Package”) and (b) a non-exclusive license, with the right to grant sublicenses on certain conditions, to certain technical information, both relating to the diagnostic, prophylactic or therapeutic use for treating diseases or disorders in humans relying on activation of Protein Kinase C Epsilon (“PKC ε”), which includes Niemann-Pick Disease (the “Mount Sinai Field of Use”). The Mount Sinai Agreement allows the Company to research, discover, develop, make, have made, use, have used, import, lease, sell, have sold and offer certain products, processes or methods that are covered by valid claims of Mount Sinai’s interest in the Joint Patents or an Orphan Drug Designation Application covering the Data Package (“Mount Sinai Licensed Products”) in the Mount Sinai Field of Use (as such terms are defined in the Mount Sinai Agreement). The Company is required to pay Mt. Sinai milestone payments of $2 million upon approval of a new drug approval (“NDA”) in the United States and an additional $1.5 million for an NDA approval in the European Union or Japan. In addition, the Company is required to pay Mt. Sinai royalties on net sales of licensed product of 2.0% for up to $250 million of net sales and 3.0% of net sales over $250 million. Since inception, the Company has paid Mt. Sinai approximately $180,000 consisting of licensing fees of $105,000 plus development costs and patent fees of approximately $75,000. As of December 31, 2021, no royalties nor milestone payments have been required. Agreements with BryoLogyx On June 9, 2020, the Company entered into a supply agreement (the “Supply Agreement”) with BryoLogyx Inc. (“BryoLogyx”), pursuant to which BryoLogyx agreed to serve as the Company’s exclusive supplier of synthetic bryostatin. Pursuant to the terms of the Supply Agreement, the Company placed an initial order and subsequently received one gram of current good manufacturing practice (“cGMP”) synthetic bryostatin as an active pharmaceutical ingredient to be used in a drug product (“API”). The Company may place additional orders for API beyond the initial order by making a written request to BryoLogyx no later than six months prior to the requested delivery date. The Company is not currently using synthetic bryostatin for its current Phase 2 clinical trial and will determine when to incorporate the synthetic into the clinical trial process. In connection with the Supply Agreement, on June 9, 2020, the Company entered into a transfer agreement (the “Transfer Agreement”) with BryoLogyx. Pursuant to the terms of the Transfer Agreement, the Company agreed to assign and transfer to BryoLogyx all of the Company’s right, title and interest in and to that certain Cooperative Research and Development Agreement, dated as of January 29, 2019 (the “CRADA”), by and between the Company and the U.S. Department of Health and Human Services, as represented by the NCI, under which Bryostatin-1’s ability to modulate CD22 in patients with relapsed/refractory CD22+ disease has been evaluated to date. Pursuant to guidance provided by NCI, the Company CRADA has been cancelled and BryoLogyx has initiated a request for a new CRADA in its name. BryoLogyx will be filing its own investigational new drug application (“IND”) for CD22 with the FDA. As consideration for the transfer of rights to the CRADA, BryoLogyx has agreed to pay to the Company 2% of the gross revenue received in connection with the sale of bryostatin products, up to an aggregate payment amount of $1 million. No such revenues have been earned as of December 31, 2021. Nemours Agreement On September 5, 2018, we announced a collaboration with Nemours A.I. DuPont Hospital (“Nemours”), a premier U.S. children’s hospital, to initiate a clinical trial in children with Fragile X. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, the Company announced its memorandum of understanding with Nemours to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X. The Company intends to provide the Bryostatin-1 and obtain the investigational new drug documentation (“IND”) and Nemours intends to provide the clinical site and attendant support for the trial. The Company and Nemours, jointly, will develop the trial protocol. The Company estimates its total trial and IND cost to be approximately $700,000. To-date, the Company has not incurred any expenses associated with this agreement. Cleveland Clinic On February 23, 2022, the Company announced its collaboration with the Cleveland Clinic to pursue possible treatments for Multiple Sclerosis. The collaboration entails filing an IND and conducting initial clinical trials using Bryostatin-1. Future development work will be conducted pursuant to statements of work to be determined. |
Related Party Transactions and
Related Party Transactions and Licensing / Research Agreements | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions and Licensing / Research Agreements | |
Related Party Transactions and Licensing / Research Agreements | Note 4– Related Party Transactions and Licensing / Research Agreements: Cognitive Research Enterprises, Inc. (“CRE”) Effective October 31, 2012, the Company executed a Technology License and Services Agreement (the “TLSA”) with CRE, a related party, and NRV II, LLC (“NRV II”), another affiliate of CRE, which was amended by Amendment No. 1 to the TLSA as of August 21, 2013. As of February 4, 2015, the parties entered into an Amended and Restated Technology License and Services Agreement (the “CRE License Agreement”). The CRE License Agreement provides research services and has granted the Company the exclusive and nontransferable world-wide, royalty-bearing right, with a right to sublicense (in accordance with the terms and conditions described below), under CRE’s and NRV II’s respective right, title and interest in and to certain patents and technology owned by CRE or licensed to NRV II by CRE as of or subsequent to October 31, 2012, to develop, use, manufacture, market, offer for sale, sell, distribute, import and export certain products or services for therapeutic applications for AD and other cognitive dysfunctions in humans or animals (the “Field of Use”). Additionally, the CRE License Agreement specifies that all patents that issue from a certain patent application shall constitute licensed patents and all trade secrets, know-how and other confidential information claimed by such patents constitute licensed technology under the CRE License. The CRE License Agreement terminates on the later of the date (a) the last of the licensed patent expires, is abandoned, or is declared unenforceable or invalid or (b) the last of the intellectual property enters the public domain. After Neurotrope’s initial Series A Stock financing, the CRE License Agreement required the Company to enter into scope of work agreements with CRE as the preferred service provider for any research and development services or other related scientific assistance and support services. There were no such statements of work agreements required to be entered into during the years ended December 31, 2021 and 2020, respectively. In addition, on November 10, 2018, the Company and CRE entered into a second amendment (the “Second Amendment”) to the TLSA pursuant to which CRE granted certain patent prosecution and maintenance rights to the Company. Under the Second Amendment, the Company will have the sole and exclusive right and the obligation, to apply for, file, prosecute and maintain patents and applications for the intellectual property licensed to the Company, and pay all fees, costs and expenses related to the licensed intellectual property. |
Commitments and Contingencies_
Commitments and Contingencies: | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies: | |
Commitments and Contingencies: | Note 5 – Commitments and Contingencies: Clinical Trial Services Agreements On July 23, 2020, the Company entered into the 2020 Services Agreement with WCT. The 2020 Services Agreement relates to services for the current Phase 2 clinical trial assessing the safety, tolerability and long-term efficacy of Bryostatin-1 in the treatment of moderately severe AD subjects not receiving memantine treatment (the “2020 Study”). Pursuant to the terms of the 2020 Services Agreement, WCT is providing services to enroll approximately one hundred (100) 2020 Study subjects, which enrollment is currently underway. The first 2020 Study site was initiated during the third quarter of 2020. On January 22, 2022, the Company executed a change order with WCT to accelerate trial subject recruitment totaling approximately $1.4 million. In addition, on February 10, 2022, the Company signed an additional agreement with a third-party vendor to assist with the increased trial recruitment retention totaling approximately $1.0 million. The updated total estimated budget for the services, including pass-through costs, is currently approximately $12.0 million. The Company may terminate the 2020 Services Agreement without cause upon sixty ( 60 The Company was awarded a $2.7 million grant from the NIH, which will be used to support the 2020 Study, resulting in an estimated net budgeted cost of the 2020 Study to the Company of $9.3 million. The NIH grant provides for funds in the first year, which began in April 2020, of approximately $1.0 million and funding in year two, which begins April 2021, of approximately $1.7 million. As of February 22, 2022, virtually all of the NIH grant has been received and offset against the clinical trial costs. The Company incurred approximately $7.0 million of cumulative expenses associated with the current Phase 2 clinical trial as of December 31, 2021. Of the total $7.0 million incurred for the trial to-date, approximately $5.2 million and $1.8 million is reflected in the statement of operations for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, approximately $410,000 of WCT prepayments is included as a prepaid expense and other current assets and approximately $664,000 which is included in accounts payable in the accompanying balance sheet. Related Party and Other Consulting Agreements On August 4, 2016, Neurotrope, Inc. entered into a consulting agreement with SM Capital Management, LLC (“SMCM”), a limited liability company owned and controlled by the Company’s Chairman of the Board, Mr. Joshua N. Silverman (the “Consulting Agreement”). Pursuant to the Consulting Agreement, SMCM shall provide consulting services which shall include, but not be limited to, providing business development, financial communications and management transition services, for a one-year period, subject to annual review thereafter. SMCM’s annual consulting fee is $120,000, payable by the Company in monthly installments of $10,000. This contract was assigned to Synaptogenix, Inc. as of December 1, 2020. For the years ended December 31, 2021 and 2020, $120,000 is reflected in the Company’s statements of operations, respectively, pursuant to the Consulting Agreement. Effective as of June 1, 2019, the Company entered into a consulting agreement with Katalyst Securities LLC (“Katalyst”), pursuant to which Katalyst provided investment banking consulting services to the Company and Neurotrope (the “Katalyst Agreement”). The term of the agreement continued until it was canceled As consideration for its services under the Katalyst Agreement, the Company paid Katalyst $25,000 per month thru December 1, 2020, plus five-year warrants to purchase 4,500 shares of Neurotrope’s common stock on the effective date of the Katalyst Agreement and on each of the three-month anniversaries following the effective date with the last issuance on December 1, 2020. The warrants have an exercise price equal to the closing price of Neurotrope’s stock on the dates of issuances. Katalyst’s cash and stock-based compensation is included as general and administrative expenses in the Company’s statement of operations. Effective as of January 1, 2021, the Company entered into an amended consulting agreement with Katalyst Securities LLC (“Katalyst”) reducing the cash payment to $20,000 per month. In addition, on February 16, 2021, Katalyst was granted warrants to purchase 25,000 shares of Common Stock at $11.46 per share, on April 1, 2021, was granted warrants to purchase an additional 4,500 shares of Common Stock at $8.80 per share, on July 1, 2021, was granted warrants to purchase an additional 4,500 shares of Common Stock at $9.76 per share, on October 1, 2021, was granted warrants to purchase an additional 4,500 shares of Common Stock at $9.30 per share, and, on January 3, 2022, was granted warrants to purchase an additional 4,500 shares of Common Stock at $8.69 per share. Each of the warrants issued to Katalyst are exercisable for a period of five years from the date of issuance. Effective January 1, 2022 and for a period of one year, the Company entered into an amended consulting agreement with Katalyst extending payment of $20,000 per month through the end of February, 2022 and reducing the payment to $10,000 per month thereafter. All other terms and conditions of the Katalyst Agreement remain unchanged. For the years ended December 31, 2021 and 2020, $590,724 and $623,564 is reflected in the Company’s statements of operations, respectively, pursuant to the consulting agreement. Effective as of June 5, 2019, the Company entered into a consulting agreement with GP Nurmenkari, Inc. (“GPN”) (the “GPN Agreement”), pursuant to which GPN agreed to provide investment banking consulting services to the Company and Neurotrope. The term of the agreement continued until December 1, 2020. As consideration for its services under the GPN Agreement, the Company agreed to pay to GPN $8,000 per month, plus five-year warrants to purchase 1,200 shares of Neurotrope’s common stock on the effective date and on each of the three-month anniversaries following the effective date. The warrants have an exercise price equal to the closing price of Neurotrope’s stock on the dates of issuances. On February 1, 2020, the Company amended the GPN Agreement, increasing the cash compensation to $17,500 per month thru November 30, 2020 and increasing the number of warrants issued each three-month period to 2,500, with the last issuance on December 1, 2020. GPN’s cash and stock-based compensation is included as general and administrative expenses in the Company’s statement of operations. Effective as of January 1, 2021, the Company entered into an amended consulting agreement with GPN reducing the cash payment to $12,000 per month. Effective as of July 1, 2021, the Company entered into a second amended consulting agreement with GPN increasing the cash payment to $20,000 per month and increasing warrant issued for each three-month period beginning July 1, 2021 to 5,800, with the last issuance on October 1, 2021. In addition, on February 16, 2021, GPN was granted warrants to purchase 10,000 shares of Common Stock at $11.46 per share, on April 1, 2021, was granted warrants to purchase an additional 2,500 shares of Common Stock at $8.80 per share, on July 1, 2021, was granted warrants to purchase an additional 5,800 shares of Common Stock at $9.76 per share, on October 1, 2021, was granted warrants to purchase an additional 5,800 shares of Common Stock at $9.30 per share, and, on January 3, 2022, was granted warrants to purchase an additional 5,800 shares of Common Stock at $8.69 per share. Each of the warrants issued to GPN are exercisable for a period of five years from the date of issuance. Effective January 1, 2022 and for a period of one year, the Company entered into an amended consulting agreement with GPN extending payment of $20,000 per month through the end of February, 2022 and reducing the payment to $10,000 per month thereafter. All other terms and conditions of the GPN Agreement remain unchanged. For the years ended December 31, 2021 and 2020, $401,039 and $275,758 is reflected in the Company’s statements of operations, respectively, pursuant to the GPN Agreement. On January 19, 2022, the Company issued a work order (the “Work Order”) to Cyprotex US, LLC (“Cyprotex”), pursuant to which Cyrpotex will perform certain drug interaction services for the Company for an aggregate price of $165,455. The Work Order is governed by the Cyprotex’s Standard Terms and Conditions for Discovery Services dated August 2, 2021. On January 31, 2022, the Company entered into a Statement of Work (the “SOW”) with Charles River Laboratories, Inc. (“Charles River”). The Statement of Work is subject to the General Terms and Conditions of Charles River. Pursuant to the SOW, Charles River will conduct a certain pre-clinical animal study (the “Study”) relating to Bryostatin-1 pharmacodynamics and drug distribution, for an initial aggregate price of $197,600. The Company may terminate the Study without cause upon 30 days prior written notice. Employment Agreements On December 7, 2020, the Company entered into an offer letter (the “Offer Letter”) with Alan J. Tuchman, M.D., pursuant to which Dr. Tuchman agreed to serve as the Company’s Chief Executive Officer, commencing on December 7, 2020. In addition, in connection with his appointment as the Company’s Chief Executive Officer, Dr. Tuchman was appointed to the board of directors of the Company. Dr. Tuchman will receive an initial annual base salary of $222,000, with an annual discretionary bonus of up to 50% of his base salary then in effect. Dr. Tuchman also received an initial equity grant (subject to Board approval which was received in January 2021) of options to purchase a number of shares of Common Stock equal to at least 1% of the Company’s outstanding shares of Common Stock immediately following the Spin-Off. As of December 7, 2021, such options are fully vested. The term of Dr. Tuchman’s employment pursuant to the Offer Letter is one year, which shall be extended automatically for six month periods unless either party gives timely written notice. As of December 31, 2021, Dr. Tuchman’s agreement has been extended until June 7, 2022. Pursuant to the Offer Letter, if Dr. Tuchman is terminated within the period which is after the one year anniversary of the Start Date, Dr. Tuchman will receive severance equal to two (2) months of his base salary. In connection with the termination of the Company’s former Chief Executive Officer, Dr. Charles S. Ryan on December 1, 2020, Synaptogenix and Dr. Ryan entered into a Separation Agreement, dated as of December 7, 2020 (the “Charles Ryan Separation Agreement”). Pursuant to the Charles Ryan Separation Agreement, Dr. Ryan is entitled to receive the following separation benefits in consideration of, and subject to, Dr. Ryan’s compliance with his continuing obligations under the Charles Ryan Separation Agreement and all other agreements between Dr. Ryan and the Company, and provided that Dr. Ryan does not revoke the Charles Ryan Separation Agreement: (i) payment of twelve (12) months of Dr. Ryan’s base salary as of the Separation Date of $425,000; (ii) a cash bonus in an amount equal to $225,000; and (iii) payment of Dr. Ryan’s COBRA premiums for the period starting on the Charles Ryan Separation Date and ending on the earliest to occur of (x) 12 months following the Separation Date; (y) the date Dr. Ryan is no longer eligible under COBRA and (z) the date that Dr. Ryan obtains employment that offers group health benefits. Total commitment pursuant to the Charles Ryan Separation Agreement is approximately $660,000. Pursuant to the employee leasing agreement as part of the Merger Agreement, 50% of any payments to Dr. Ryan will be reimbursed by Metuchen. The Company’s severance obligations to Dr. Ryan were completed as of November 30, 2021. As of December 31, 2021 and 2020, the severance obligation included in accrued expenses on the Company’s balance sheet was $0 and approximately $332,000, respectively. See Notes 3 and 4 for Collaboration and License Agreement related commitments. Contingencies Pursuant to the Separation Agreement and Tax Matters Agreement with Neurotrope, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses ourselves. As of the reporting date, there are no claims relating to the indemnification agreement. |
Stockholders' Equity_
Stockholders' Equity: | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity: | |
Stockholders' Equity: | Note 6 – Stockholders’ Equity: On December 7, 2020, the Company completed its Spin-Off from Neurotrope and issued The Company’s certificate of incorporation authorizes it to issue 150,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per share. The holders of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board from time to time may determine. To date, the Company has not paid dividends on its Common Stock. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of Common Stock after payment of liabilities, accrued dividends and liquidation preferences, if any. Each outstanding share of Common Stock is duly and validly issued, fully paid and non-assessable. January 2021 Private Placement On January 21, 2021, the Company entered into Securities Purchase Agreements (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”) to issue (a) an aggregate of 2,333,884 shares of Common Stock and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.04 per share (the “Pre-Funded Warrants”), (b) Series E warrants to purchase 2,333,908 shares of Common Stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement (the “Series E Warrants”) and (c) Series F warrants to purchase up to an aggregate of 2,333,908 shares of Common stock, with an exercise price of $6.90 per share (subject to adjustment), for a period of five years from the date of issuance (the “Series F Warrants” and together with the Series E Warrants, the “Warrants”) at a combined purchase price of $6.00 per share of Common Stock and Warrants (the “Offering”). The Company received total gross proceeds of approximately $14,000,000 and net proceeds of approximately $12.5 million. The Company filed a registration statement on Form S-1 in connection with the Registration Rights Agreement on February 8, 2021. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement. The Company’s registration statement on Form S-1 to register the shares of Common Stock and the shares of Common Stock issuable upon exercise of the Warrants and Pre-Funded Warrants went effective on April 29, 2021. In connection with the Offering, we paid our placement agents Katalyst and GPN (i) a cash fee equal to ten percent (10%) of the gross proceeds from any sale of securities in the Offering sold to Purchasers introduced by the Placement Agent and (ii) 233,391 warrants to purchase 233,391 shares of Common Stock (equal to ten percent (10%) of the number of shares of Common Stock sold to Purchasers introduced by the placement agents,) with an exercise price of $6.90 per share and a five-year term. June 2021 Private Placement On June 14, 2021, the Company entered into Securities Purchase Agreements (the “June Purchase Agreement”) with certain accredited investors (the “June Purchasers”) to issue (a) an aggregate of 1,653,281 shares of the Company’s Common Stock and/or prefunded warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (the “June Pre-Funded Warrants”) and (b) Series G warrants to purchase up to an aggregate of 1,653,281 shares of Common stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of five years from the date of issuance (the “June Warrants”) at a combined purchase price of $7.547 per share of Common Stock and June Warrants (the “June Offering”). The Company received total gross proceeds of approximately $12.5 million and net proceeds of approximately $11.2 million. The Company filed a registration statement for the resale of such securities on June 24, 2021, and it was declared effective by the SEC on July 6, 2021. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement. In connection with the June Offering, pursuant to an Engagement Agreement, dated June 14, 2021 (the “June Engagement Agreement”), between the Company and Katalyst Securities LLC (the “June Placement Agent”), the Company paid the June Placement Agent (i) a cash fee equal to ten percent (10%) of the gross proceeds from the sale of securities in the June Offering sold to June Purchasers introduced by the June Placement Agent and (ii) 152,378 warrants to purchase 152,378 shares of Common Stock (equal to ten percent (10%) of the number of shares of Common Stock sold to June Purchasers introduced by the June Placement Agent,) with an exercise price of $7.547 per share and a five-year term (the “June Broker Warrants”). Furthermore, the Company agreed to pay the June Placement Agent a warrant exercise fee equal to ten percent (10%) of the aggregate exercise price that is paid in connection with each exercise, if any, of the June Warrants initially held by June Purchasers introduced by the June Placement Agent. The total potential fee payable to the June Placement Agent, if all Series G warrants are exercised, is approximately $1.4 million. The June Placement Agent is also entitled to the foregoing fees with respect to any future financing or capital-raising transaction by the Company (a “Subsequent Financing”), to the extent such financing or capital is provided to the Company by investors whom the Placement Agent had introduced to the Company, in the event such Subsequent Financing is consummated within eighteen (18) months following the closing of the June Offering. Adoption of a Shareholder Rights Plan On January 13, 2021, the Company adopted a shareholder rights plan (the “Rights Plan”). The Rights Plan is intended to protect the interests of the Company’s stockholders and enable them to realize the full potential value of their investment by reducing the likelihood that any person or group gains control of the Company, through open market accumulation or other tactics, without appropriately compensating all stockholders. Pursuant to the Rights Plan, the Company will issue, by means of a dividend, one preferred share purchase right for each outstanding share of our Common Stock to shareholders of record on the close of business on January 25, 2021. Initially, these Rights will trade with, and be represented by, the shares of our Common Stock. The Rights will generally become exercisable only if any person (or any persons acting as a group) acquires 15% or more of our outstanding Common Stock (the “Acquiring Person”) in a transaction not approved by the Board, subject to certain exceptions, as explained below. If the Rights become exercisable, all holders of Rights, other than the Acquiring Person, will be entitled to acquire shares of Common Stock at a 50% discount or the Company may exchange each Right held by such holders for one share of Common Stock. In such situation, Rights held by the Acquiring Person would become void and will not be exercisable. If any person at the time of the first public announcement of the Rights Plan owns more than the triggering percentage, then that stockholder’s existing ownership percentage will be grandfathered, although, with certain exceptions, the Rights will become exercisable if at any time after the announcement of the Rights Plan such stockholder increases its ownership of Common Stock. On January 13, 2021, the board of directors of the Company (the “Board”) declared a dividend of one preferred share purchase right (a “Right”), payable on January 25, 2021, for each share of Common Stock outstanding on January 25, 2021 (the “Record Date”) to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of January 19, 2021, between the Company and Philadelphia Stock Transfer, Inc., as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company at a price of $20 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. Unless earlier redeemed, terminated or exchanged pursuant to the terms of the Rights Plan, the Rights will expire at the close of business on January 13, 2023. The Board may terminate the Rights Plan before that date if the Board determines that there is no longer a threat to shareholder value. Reverse Stock Split At the Special Meeting, the stockholders approved our proposal to effect one reverse stock split of the Company’s outstanding shares of Common stock, at any ratio between 1-for-1.5 and 1-for-20, at such time as the Company’s Board of Directors shall determine, in its sole discretion, before December 31, 2022. On May 19, 2021, the Company effected a 1-for-4 |
Stock Based Compensation_
Stock Based Compensation: | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation: | |
Stock Based Compensation: | Note 7 – Stock Based Compensation: 2020 Equity Incentive Plan Upon completion of the Spin-Off, the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) became effective on December 7, 2020. The total number of securities available for grant under the 2020 Plan was 250,000 shares of Common Stock, subject to adjustment. On April 7, 2021, the Company held a special meeting of stockholders (“Special Meeting”). At the Special Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Plan to increase the total number of shares of Common Stock from 250,000 to an aggregate of 625,000 shares of Common Stock. The Compensation Committee of the Company’s board of directors (the “Committee”) will administer the 2020 Plan and have full power to grant stock options and Common Stock, construe and interpret the 2020 Plan, establish rules and regulations and perform all other acts, including the delegation of administrative responsibilities, as it believes reasonable and proper. The Committee, in its absolute discretion, may award Common Stock to employees, consultants, and directors of the Company, and such other persons as the Committee may select, and permit holders of options to exercise such options prior to full vesting. Pursuant to the Spin-Off, all options issued and outstanding prior to this plan were assumed by Petros Pharmaceuticals, Inc. Before the Spin-Off, Neurotrope was the sponsor of the Company’s 2017 stock option plan (“2017 Plan”). Upon the Spin-Off, the 2017 Plan was transferred to Petros Pharmaceuticals, Inc. Total expenses for 2020 was recognized as expense and attributable to the Company (See Note 9 – Parent Company Investment.) As of the Spin-Off date, no Stock and Option Grants The following is a summary of stock option activity under the stock option plans for the year ended December 31, 2021: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2021 — $ — — $ — Options granted 123,850 $ 9.84 9.0 — Less options forfeited — $ — — — Less options expired/cancelled — $ — — — Less options exercised — $ — — — Options outstanding at December 31, 2021 123,850 $ 9.84 9.0 $ — Options exercisable at December 31, 2021 64,463 $ 9.84 9.0 $ — As of December 31, 2021, the Company had unrecognized stock option expense of approximately $1.0 million and have a remaining weighted average period for recognition of 0.15 years. On January 13, 2021, pursuant to its 2020 Plan, the Company granted stock options to purchase an aggregate of 116,350 shares of Common Stock to six members of the board of directors and four employees, including 12,575 options granted to the Company’s Chief Executive Officer pursuant to his employment agreement with the Company dated December 7, 2020. The stock options have an exercise price of $9.84 per share and an expiration date that is ten years from the date of issuance. 103,775 options vest 50% on the date of grant and 50% on the first anniversary of the grant date, the 12,575 options granted to the CEO vest 25% per quarter over one year, with the initial 25% vesting on March 7, 2021. On April 6, 2021, pursuant to the Company’s Director Compensation Policy (see below), the Company granted stock options to purchase an aggregate of 7,500 shares of Common Stock to five members of the board of directors. The stock options have an exercise price of $9.80 per share and an expiration that is ten years from the date of issuance. All these options vest on the first anniversary of the grant date. The Black-Scholes valuation model was used to calculate the fair value of these stock options issued pursuant to the 2020 Plan. The fair value of stock options issued was estimated at the grant date using the following weighted average assumptions: Dividend yield 0%; Expected term 5.2 years; an aggregate volatility based upon a blend of the Company’s and the former Parent Company’s historical volatility and guideline company historical volatility of 129.9%; and Risk-free interest rate 0.51%. The weighted average grant date fair value of options granted was approximately $1,054,000. On March 12, 2021, Synaptogenix adopted a new non-employee director compensation policy (the “Director Compensation Policy”). The Director Compensation Policy provides for the annual automatic grant of nonqualified stock options to purchase up to 1,500 shares of Synaptogenix’s Common Stock to each of Synaptogenix’s nonemployee directors. Such grants shall occur annually on the fifth business day after the filing of Synaptogenix’s Annual Report on Form 10-K and shall vest on the one-year anniversary from the date of grant subject to the director’s continued service on the Board of Directors on the vesting date. The Director Compensation Policy also provides for the automatic grant of nonqualified stock options to purchase up to 1,200 shares of Synaptogenix’s Common Stock, plus options to purchase an additional 300 shares of Common Stock for service on a committee of the Board of Directors, to each newly appointed director following the date of his or her appointment. Such options shall vest as follows: fifty percent (50%) on the date of the grant, twenty-five percent (25%) on the one year anniversary from the date of the grant, and twenty-five percent (25%) on the second year anniversary from the date of the grant, subject to the director’s continued service on the Board of Directors on the applicable vesting dates. The Company recorded total expense of $1,021,319 relating to the outstanding stock options for the year ended December 31, 2021. On February 16, 2022, the Company issued options to purchase 6,150 shares of Common Stock to Dr. Tuchman pursuant to the extension of his employment letter, which options are exercisable at a price of $7.29 per share and vest in four equal quarterly installments. Restricted Stock Unit Grants On July 13, 2021, the Company granted a total of 495,000 restricted stock units (RSUs) of which 425,000 were granted to seven Board members (including two executives), 60,000 to the Company’s CFO and 10,000 to two employees. The RSUs were amended on January 12, 2022, to vest 100% on September 15, 2022. As of December 31, 2021, the Company had unrecognized stock option and RSUs expense of approximately $2.56 million and have a remaining weighted average period for recognition of 0.53 years. The fair value of the RSUs issued was based upon the closing trading price of the Company’s common stock on the grant date of $9.75 per share. The grant date fair value of the RSUs granted was approximately $4.8 million. The Company recorded total expense of $2,261,065 relating to the outstanding RSUs for the year ended December 31, 2021. Restricted Stock Issuances On February 15, 2022, the Company granted 13,775 shares of restricted stock to two consultants that were engaged provide investor relations services with a total fair market value on date of issuance of $98,078. Stock Compensation Expense Total stock-based compensation for the year ended December 31, 2021 was $3,282,384, of which $670,039 was classified as research and development expense and $2,612,345 was classified as general and administrative expense. Total stock-based compensation for the year ended December 31, 2020 was $1,701,377, of which $651,106 was classified as research and development expense and $1,050,271 was classified as general and administrative expense. |
Common Stock Warrants_
Common Stock Warrants: | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants: | |
Common Stock Warrants: | Note 8 – Common Stock Warrants: Warrant Amendment Beginning on September 28, 2020, Neurotrope entered into separate warrant amendment agreements with certain existing holders of its warrants to purchase shares of the Neurotrope’s common stock. As of October 26, 2020, holders of warrants to purchase 978,077 shares of Neurotrope Common Stock had entered into warrant amendment agreements, including holders of Series E Warrants to purchase 39,535 shares of common stock, Series F Warrants to purchase 155,917 shares of common stock, Series G Warrants to purchase 227,163 shares of common stock and Series H Warrants to purchase 555,462 shares of Neurotrope’s Common Stock. Pursuant to the terms of the warrant amendment agreements, Neurotrope and the holders agreed to the following provisions with respect to the Company’s warrants: The initial exercise price of the Spin-Off Warrants was determined as follows for each of the Original Warrants (all of which expire on December 7, 2025): (i) for the Neurotrope Series E Warrants (now the Company’s Series A Warrants), by dividing $250 million by 1,257,604 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $198.80 per warrant for 39,535 Series A Warrants; (ii) for the Neurotrope Series F Warrants (now the Company’s Series B Warrants), by dividing $100 million by 1,257,604 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $79.52 per warrant for 155,917 Series B Warrants; (iii) for the Neurotrope Series G Warrants (now the Company’s Series C Warrants), by dividing $50 million by 1,257,604 shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $39.76 per warrant for 227,163 Series C Warrants; and (iv) for the Neurotrope Series H Warrants (now the Company’s Series D Warrants), by dividing $20 million by 1,257,604 of shares of common stock of the Spin-Off Company outstanding immediately after the Spin-Off. This resulted in an exercise price of $15.92 per warrant for 555,462 Series D Warrants. The Company used the Black-Scholes valuation model to calculate the warrant amendment expense. The fair value of the warrants amended in connection with the Mergers was estimated at the date of the merger using the following weighted average assumptions: Dividend yield 0%; Expected terms ranging from 0.2 to 10 years; volatility based upon a blend of the Parent company’s and guideline company historical volatility ranging from 31.75% to 112.3%; and Risk-free interest rates ranging from 0.11% to 0.42%. The total expense recorded in 2020 was $1.7 million. Deemed Distribution On December 7, 2020, pursuant to the Merger, the Company issued a total of 978,077 warrants to investors that elected to amend their existing Neurotrope warrants (see above) and a total of 52,983 shares of Common Stock to those Neurotrope shareholders not electing to amend their existing warrants. The distribution was treated as a deemed dividend, which increased the loss available to common stockholders in the calculation of loss per share by approximately $2.43 million in the fourth quarter of 2020. The Company used the Black-Scholes valuation model to calculate the total charge to earnings per share. The fair value of the warrants and Common Stock issued in connection with the deemed distribution was estimated at the date of the Spin-Off using the following assumptions: Dividend yield 0%; Expected term of warrants 5 years; volatility based upon a blend of Neurotrope’s and guideline company historical volatility of 115.0%; and a Risk-free interest rate of 0.40%. Outstanding Warrants As of December 31, 2021, the Company had warrants outstanding consisted of the following: Number of shares Warrants outstanding January 1,2021 978,077 Warrants issued 6,919,051 Warrants exercised (1,631,603) Warrants outstanding December 31, 2021 6,265,525 Pursuant to the Offering, the Company issued to investors Series E Warrants to purchase 2,333,908 shares of Common Stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of twelve months from the date of an effective registration statement, Series F Warrants to purchase up to an aggregate of 2,567,299 shares of Common stock, with an exercise price of $6.90 per share (subject to adjustment), for a period of five years from the date of issuance and pre-funded Warrants to purchase 83,334 shares of Common Stock, with an exercise price of $0.01 per share (subject to adjustment), for a period of five years from the date of issuance. Of the total Series F Warrants, 233,391 were issued pursuant to the Company’s placement agent agreements for the private placement (See Note 6 – “January 2021 Private Placement” above). Pursuant to the June Offering, the Company issued to investors Series G Warrants to purchase up to an aggregate of 1,653,281 shares of Common stock, with an exercise price of $8.51 per share (subject to adjustment), for a period of five years from the date of issuance and pre-funded June Warrants to purchase 66,251 shares of Common Stock, with an exercise price of $0.01 per share (subject to customary adjustment for stock splits, dividends, other), for a period of five years from the date of issuance. In addition, 152,378 warrants were issued pursuant to the Company’s Placement Agent Agreement for the private placement with an exercise price of $7.547 per share (See Note 6 – “June 2021 Private Placement” above). On February 16, 2021, pursuant to its advisory agreements, the Company issued warrants to purchase 35,000 share of Common Stock, with an exercise price of $11.46 per share, for a period of five years from the issuance date. On April 1, 2021, the Company issued warrants to purchase 7,000 shares of Common Stock, with an exercise price of $8.80 per share, for a period of five years from the issuance date. On July 1, 2021, the Company issued warrants to purchase 10,300 shares of Common Stock, with an exercise price of $9.76 per share, for a period of five years from the issuance date. On October 1, 2021, the Company issued warrants to purchase 10,300 shares of Common Stock, with an exercise price of $9.30 per share, for a period of five years from the issuance date. The Company used the Black-Scholes valuation model to calculate the value of these warrants issued to advisors during the year ended December 31, 2021. The fair value of the warrants was estimated at the date of issuance using the following weighted average assumptions: Dividend yield 0%; Expected term five years; volatility based upon a blend of the Parent company’s and guideline company historical volatility 127.7%; and Risk-free interest rate of 0.72%. The total expense recorded during the year period was approximately $560,000. As of December 31,2021, the weighted average exercise price and the weighted average remaining life of the total warrants was $12.49 per warrant and 3.5 years, respectively. The intrinsic value of the warrants as of December 31, 2021 was approximately $5 million. During the year ended December 31, 2021, 49 warrant holders exercised 1,234,540 Series E Warrants to purchase 1,234,540 shares of Common Stock at $8.51 per warrant, 25 warrant holders exercised 332,063 Series F Warrants to purchase 332,063 shares of Common Stock at $6.90 per warrant and one warrant holder exercised 65,000 Series G Warrants to purchase 65,000 shares of Common Stock at $8.51 per warrant. Total proceeds from these warrant exercises was approximately $13.35 million. Subsequent to period end, during January thru mid-March, 2022, three affiliated warrant holders exercised 50,000 Series E Warrants to purchase 50,000 shares of Common Stock at $8.51 per share and one holder exercised 15,000 Series G Warrants to purchase 15,000 shares of Common Stock at $8.51 per share. Total cash proceeds from these warrant exercises was approximately $600,000. |
Parent Company Investment
Parent Company Investment | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Investment | |
Parent Company Investment | Note 9 – Parent Company Investment The components of the net transfers from parent for the period from January 1, 2020 to December 2, 2020 (spinoff date) are as follows: Stock based compensation from Parent $ 1,701,376 Consultant compensation paid with Parent equity 500,740 Parent contributions 16,524,189 Parent warrant amendment expense 1,700,000 Total $ 20,426,305 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 – Subsequent Events Refer to Notes 5, 7 and 8 for disclosure of applicable subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation: Subsequent to the Spin-Off, the Company’s financial statements as of December 31, 2020 and for the period December 7, 2020 to December 31, 2020 are presented on a consolidated basis as the Company became a standalone public company on December 7, 2020. The Company’s combined financial statements for the period from January 1, 2020 through December 6, 2020 that is included in the results of operations for the year ending December 30, 2020 and were derived from the consolidated financial statements and accounting records of Neurotrope, the former Parent. These combined financial statements reflect the historical results of operations, financial position and cash flows of the former Parent’s Spin-Off business which was a wholly owned subsidiary of Neurotrope, Neurotrope Bioscience, Inc., and represented substantially all the business of Neurotrope. These financial statements reflect our financial position, results of operations and cash flows as we were historically managed, in conformity with accounting principles generally accepted in the United States (“GAAP”). All intercompany transactions between the Company and Neurotrope have been included in our financial statements and are considered to be effectively settled for cash at the time the Spin-Off was recorded. The total net effect of the settlement of these intercompany transactions is reflected in our statements of cash flow as a financing activity and in the balance sheets as “Parent company investment”. See Note 9. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make significant estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Management evaluates its estimates on an ongoing basis using historical experience and other factors, including the general economic environment and actions it may take in the future. The Company adjusts such estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time and as such these estimates may ultimately differ from actual results. |
Cash and Cash Equivalents and Concentration of Credit Risk | Cash and Cash Equivalents and Concentration of Credit Risk: The Company considers all highly liquid cash investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2021, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $6.5 million. In addition, approximately $27.7 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. |
Fixed Assets and Leases | Fixed Assets and Leases: The Company has two leases, one has a term of two years during the respective reporting periods. The Company has deemed the two year lease immaterial and has not recorded it as an obligation on the balance sheet nor a right-of-use asset. The total future expense relating to this lease is approximately $50,000 per year. Fixed assets are stated at cost less accumulated depreciation. Depreciation is computed on a straight line basis over the estimated useful life of the asset, which is deemed to be between three |
Research and Development Costs | Research and Development Costs: All research and development costs, including costs to maintain or expand the Company’s patent portfolio licensed from CRE are expensed when incurred. Non-refundable advance payments for research and development are capitalized because the right to receive those services represents an economic benefit. Such capitalized advances will be expensed when the services occur and the economic benefit is realized. There were no capitalized research and development services, other than non-refundable advance payments as mentioned above, at December 31, 2021 and December 31, 2020. |
Loss Per Share of Common Stock | Loss Per Share of Common Stock: On the Spin Off date, 1,257,579 shares of the Company’s common stock, par value $0.0001 per share (the Common Stock”) were distributed to Neurotrope stockholders as of November 30, 2020 (the “Record Date”). This share amount was being utilized for the calculation of basic earnings (loss) per share (“EPS”) for the periods prior to the Spin-Off because the Company was a wholly-owned subsidiary of Neurotrope prior to the Spin Off date. For the periods after the Spin-Off Date, EPS attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of Common Stock outstanding during the period. Pre-funded, or “penny” warrants were included in the calculation of outstanding shares for purposes of basic loss per share. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents were antidilutive due to losses from continuing operations. |
Income Taxes | Income Taxes: The Company accounts for income taxes using the asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes under the “Separate return method.” Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The Company applies the provisions of FASB ASC 740-10, Accounting for Uncertain Tax Positions The Company had federal and state net operating loss carryforwards for income tax purposes of approximately $79.1 million for the period from October 31, 2012 (inception) through December 31, 2021. The net operating loss carryforwards resulted in a deferred tax asset of approximately $16.6 million at December 31, 2021. Income tax effects of share-based payments are recognized in the financial statements for those awards that will normally result in tax deductions under existing tax law. The deferred tax asset is offset by a full valuation allowance. The Company (collectively with Neurotrope, Inc. / Petros Pharmaceuticals, Inc.) may be subject to significant U.S. federal income tax-related liabilities with respect to our prior distribution of all of the issued and outstanding shares of the common stock of Neurotrope Bioscience, Inc., the former subsidiary of Neurotrope, to our stockholders as of and on November 30, 2020 (the “Spin-Off”), if there is a determination that the Spin-Off is taxable for U.S. federal income tax purposes. In connection with the Spin-Off, the Company believes substantially to the effect that, among other things, the Spin-Off should qualify as a tax-free transaction for U.S. federal income tax purposes under Section 355 and Section 368(a)(1)(D) of the Code. If the conclusions of the tax opinions are not correct, or if the Spin-Off is otherwise ultimately determined to be a taxable transaction, the Company would be liable for U.S. federal income tax related liabilities. Pursuant to the Separation and Distribution Agreement and the Tax Matters Agreement, Neurotrope agreed to indemnify Synaptogenix for certain liabilities, and Synaptogenix agreed to indemnify Neurotrope for certain liabilities, in each case for uncapped amounts. Indemnities that Synaptogenix may be required to provide Neurotrope are not subject to any cap, may be significant and could negatively impact Synaptogenix’s business, particularly with respect to indemnities provided in the Tax Matters Agreement. Third parties could also seek to hold Synaptogenix responsible for any of the liabilities that Neurotrope has agreed to retain. Further, the indemnity from Neurotrope may not be sufficient to protect Synaptogenix against the full amount of such liabilities, and Neurotrope may not be able to fully satisfy its indemnification obligations. Moreover, even if Synaptogenix ultimately succeeds in recovering from Neurotrope any amounts for which Synaptogenix is held liable, Synaptogenix may be temporarily required to bear these losses. At December 31, 2021 and as of the date of financial statement issuance date, the Company does not have any indemnification liabilities. Under Section 382 of the Internal Revenue Code of 1986, as amended, changes in the Company’s ownership may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. This limitation would generally apply in the event of a cumulative change in ownership of the Company of more than 50% within a three-year period. In addition, the significant historical operating losses incurred by the Company may limit the amount of its net operating loss carryforwards that could be utilized annually to offset future taxable income, if any. The Company believes that operating loss carryforwards are limited under Section 382 limitations although Section 382 studies have not been conducted to determine the actual limitations. The Company has concluded that there are no significant uncertain tax positions requiring recognition in the accompanying financial statements. The tax period that is subject to examination by major tax jurisdictions is generally three years from the date of filing. |
Expense Reimbursement for Grant Award | Expense Reimbursement for Grant Award: The Company reduces its research and development expenses by funding received or receivable from an NIH grant during the period that the expenses are incurred. The Company recognized grant related expense reductions during the year ended December 31, 2021 of approximately $1.1 million and approximately $850,000 during the year ended December 31, 2020. See Note 5, “ Clinical Trial Services Agreements Of the total $2.7 million available from the NIH grant, approximately $2.6 million was received for trial-related expenses incurred since grant inception to December 31, 2021, with the remaining $0.1 million received during February 2022. The Company has received the maximum reimbursements under the grant. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, which reduces the number of accounting models for convertible instruments, amends diluted earnings per share calculations for convertible instruments and allows more contracts to qualify for equity classification. ASU 2020-06 will be effective for interim and annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is evaluating the adoption of ASU 2020-06. |
Stock Based Compensation_ (Tabl
Stock Based Compensation: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Stock Based Compensation: | |
Schedule of Stock option activity | Number of shares Warrants outstanding January 1,2021 978,077 Warrants issued 6,919,051 Warrants exercised (1,631,603) Warrants outstanding December 31, 2021 6,265,525 |
Schedule of stock outstanding under the plans | The following is a summary of stock option activity under the stock option plans for the year ended December 31, 2021: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2021 — $ — — $ — Options granted 123,850 $ 9.84 9.0 — Less options forfeited — $ — — — Less options expired/cancelled — $ — — — Less options exercised — $ — — — Options outstanding at December 31, 2021 123,850 $ 9.84 9.0 $ — Options exercisable at December 31, 2021 64,463 $ 9.84 9.0 $ — |
Common Stock Warrants_ (Tables)
Common Stock Warrants: (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants: | |
Schedule of Common stock warrant activity | Number of shares Warrants outstanding January 1,2021 978,077 Warrants issued 6,919,051 Warrants exercised (1,631,603) Warrants outstanding December 31, 2021 6,265,525 |
Parent Company Investment (Tabl
Parent Company Investment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company Investment | |
Schedule components of the net transfers | Stock based compensation from Parent $ 1,701,376 Consultant compensation paid with Parent equity 500,740 Parent contributions 16,524,189 Parent warrant amendment expense 1,700,000 Total $ 20,426,305 |
Organization, Business, Risks_2
Organization, Business, Risks and Uncertainties (Details) | Dec. 07, 2020USD ($)shares |
Number of shares called for by warrants | 52,983 |
Spin-Off from Neurotrope | |
Number of shares for every five shares held | 1 |
Number of shares for every five shares of Neurcommon stock issuable upon conversion of preferred stock held | 1 |
Number of common stock for every five shares of Neurotrope common stock issuable upon exercise of certain Neurotrope warrants held | 1 |
Excess of cash in operating assets And liabilities | $ | $ 20,000,000 |
Number of shares called for by warrants | 4,889,158 |
Number of warrants | $ | $ 977,831 |
Warrants term | 5 years |
Organization, Business, Risks_3
Organization, Business, Risks and Uncertainties - Liquidity Uncertainties (Details) - USD ($) | 2 Months Ended | ||
Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash and cash equivalents | $ 34,213,989 | $ 5,795,055 | |
Cash and cash equivalents expected amount at financial reporting date | $ 32,300,000 | ||
Subsequent events | |||
Inflow of cash due to warrant exercise and reimbursement of trial expense | $ 600,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Dec. 07, 2020 | Nov. 30, 2020 | Jul. 23, 2020 | Dec. 31, 2021 | Feb. 28, 2022 | Dec. 31, 2020 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash balance of insured FDIC amount | $ 6,500,000 | |||||
Cash balance of uninsured amount | $ 27,700,000 | |||||
Lease term | 2 years | |||||
Total future expense relating to the lease | $ 50,000 | |||||
Capitalized research and development services | 0 | $ 0 | ||||
Issue of shares on spin off | 1,257,579 | |||||
Net operating loss carryforwards | 79,100,000 | |||||
Deferred tax assets of operating loss carryforwards | 16,600,000 | |||||
Grants receivable | $ 1,100,000 | $ 850,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||
Current Neurotrope stockholders | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Issue of shares on spin off | 1,257,579 | |||||
Common stock, par value | $ 0.0001 | |||||
Maximum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life (years) | 10 years | |||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful life (years) | 3 years | |||||
National Institutes of Health | 2020 Services Agreement | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Amount of award received | $ 2,700,000 | $ 2,700,000 | ||||
Funding received in first year | $ 2,600,000 | |||||
National Institutes of Health | 2020 Services Agreement | Subsequent events | Forecast | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Funding receivable in second year | $ 100,000 |
Collaborative Agreements and _2
Collaborative Agreements and Commitments (Details) - USD ($) | Aug. 05, 2021 | Jan. 19, 2017 | Jul. 14, 2014 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Annual license maintenance fee | $ 10,000 | |||
Commitment To Pay Fees | 2,100,000 | |||
Stand Ford License Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 3.00% | |||
Milestone payments made | $ 3,700,000 | |||
Payments for Royalties | 0 | 0 | ||
Mt. Sinai License Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Milestone payments made | 0 | |||
Payments for Royalties | 0 | |||
Payable of milestone payments | $ 2,000,000 | |||
Additional milestone payments | 1,500,000 | |||
Total services fees | 180,000 | |||
Licensing fees | 105,000 | |||
Development costs and patent fees | $ 75,000 | |||
Mt. Sinai License Agreement | Net sales up to $250 million | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 2.00% | |||
Threshold net sales | $ 250,000,000 | |||
Mt. Sinai License Agreement | Net sales over $250 million | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 3.00% | |||
Threshold net sales | $ 250,000,000 | |||
Agreements with BryoLogyx | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payments for Royalties | $ 1,000,000 | |||
Percentage of Gross Revenue | 2.00% | |||
Other Income | $ 0 | |||
Nemours Agreement | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Cost on Trail and investigation new drug documentation expenses | $ 700,000 | |||
License [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Aggregate amount paid | $ 70,000 | |||
Minimum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 1.50% | |||
Maximum | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Royalty payment percentage | 4.50% |
Related Party Transactions an_2
Related Party Transactions and Licensing / Research Agreements (Details) - item | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions and Licensing / Research Agreements | ||
Number of statements | 0 | 0 |
Commitments and Contingencies_
Commitments and Contingencies: (Details) | Mar. 01, 2022USD ($) | Jan. 31, 2022USD ($) | Jan. 19, 2022USD ($) | Jan. 01, 2022 | Dec. 31, 2021USD ($)$ / shares | Jul. 01, 2021USD ($)$ / sharesshares | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 07, 2020USD ($)Mshares | Dec. 01, 2020USD ($)shares | Nov. 30, 2020shares | Jul. 23, 2020USD ($)item | Feb. 01, 2020USD ($) | Jun. 01, 2019USD ($) | Aug. 04, 2016USD ($) | Apr. 30, 2020USD ($) | Feb. 28, 2022USD ($) | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Feb. 10, 2022USD ($) | Jan. 22, 2022USD ($) | Jan. 03, 2022$ / sharesshares | Oct. 01, 2021$ / sharesshares | Jun. 30, 2021$ / shares | Apr. 30, 2021USD ($) | Apr. 01, 2021$ / sharesshares | Feb. 16, 2021$ / sharesshares | Jan. 31, 2021$ / shares |
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Clinical trial expenses | $ 4,336,414 | $ 3,069,034 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 52,983 | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 12.49 | $ 12.49 | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Consulting Agreement with SM Capital Management, LLC [Member] | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Contract Payments, Term | 1 year | |||||||||||||||||||||||||||
Annual consulting fee | $ 120,000 | |||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 10,000 | |||||||||||||||||||||||||||
Consultancy fees | $ 120,000 | 120,000 | ||||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC [Member] | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 20,000 | |||||||||||||||||||||||||||
Consultancy fees | $ 590,724 | 623,564 | ||||||||||||||||||||||||||
Payments for consulting per month | $ 25,000 | |||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | 5 years | |||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 4,500 | 4,500 | 4,500 | 4,500 | 25,000 | |||||||||||||||||||||||
Warrants term following the effective date | 3 months | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | $ 9.30 | $ 8.80 | $ 11.46 | ||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC [Member] | Subsequent events | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 4,500 | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 8.69 | |||||||||||||||||||||||||||
Term of agreement for extended payment | 1 year | |||||||||||||||||||||||||||
Monthly extended payment | $ 20,000 | |||||||||||||||||||||||||||
Monthly reduced payment | $ 10,000 | |||||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc [Member] | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 20,000 | $ 12,000 | $ 8,000 | $ 17,500 | ||||||||||||||||||||||||
Consultancy fees | $ 401,039 | 275,758 | ||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 5,800 | 1,200 | 2,500 | 5,800 | 2,500 | 10,000 | ||||||||||||||||||||||
Warrants term following the effective date | 3 months | 3 months | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | $ 9.30 | $ 8.80 | $ 11.46 | ||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc [Member] | Subsequent events | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 5,800 | |||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 8.69 | |||||||||||||||||||||||||||
Term of agreement for extended payment | 1 year | |||||||||||||||||||||||||||
Monthly extended payment | $ 20,000 | |||||||||||||||||||||||||||
Monthly reduced payment | $ 10,000 | |||||||||||||||||||||||||||
2020 Services Agreement | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Target enrollment of study subjects | item | 100 | |||||||||||||||||||||||||||
Total estimated budget for the services | $ 12,000,000 | 12,000,000 | ||||||||||||||||||||||||||
Threshold period of prior written notice to terminate agreement | 60 days | |||||||||||||||||||||||||||
Clinical trial expenses | 5,200,000 | $ 1,800,000 | ||||||||||||||||||||||||||
WCT prepayments included as a prepaid expense and other current assets | 410,000 | 410,000 | ||||||||||||||||||||||||||
WCT payments included in accounts payable | 664,000 | 664,000 | ||||||||||||||||||||||||||
2020 Services Agreement | National Institutes of Health | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Total estimated budget for the services | $ 9,300,000 | |||||||||||||||||||||||||||
Amount of award received | 2,700,000 | 2,700,000 | ||||||||||||||||||||||||||
Funding received | $ 1,000,000 | |||||||||||||||||||||||||||
Funding receivable in year two | $ 1,700,000 | |||||||||||||||||||||||||||
Clinical trial expenses | $ 7,000,000 | $ 7,000,000 | ||||||||||||||||||||||||||
2020 Services Agreement | Subsequent events | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Amount funded against the total trial cost | $ 1,000,000 | $ 1,400,000 | ||||||||||||||||||||||||||
Employment agreement with Alan J. Tuchman, M.D | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Initial annual base salary | $ 222,000 | |||||||||||||||||||||||||||
Annual discretionary bonus payable (as a percent) | 50.00% | |||||||||||||||||||||||||||
Options granted to purchase shares of common stock as a percent of Company's outstanding shares of common stock immediately following the Spin-Off | 1.00% | |||||||||||||||||||||||||||
Term of the agreement | 1 year | |||||||||||||||||||||||||||
Extension periods of the agreement | 6 months | |||||||||||||||||||||||||||
Employment agreement with Alan J. Tuchman, M.D | If employee is terminated after one year from Start Date | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Number of months base salary payable if the employee is terminated | M | 2 | |||||||||||||||||||||||||||
Work order to Cyprotex US, LLC | Subsequent events | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Consultancy fees | $ 165,455 | |||||||||||||||||||||||||||
Statement Of Work With Charles River Laboratories, Inc | Subsequent events | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Threshold period of prior written notice to terminate agreement | 30 days | |||||||||||||||||||||||||||
Consultancy fees | $ 197,600 | |||||||||||||||||||||||||||
Charles Ryan Separation Agreement | ||||||||||||||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||||||||||||||
Annual discretionary bonus payable (as a percent) | 50.00% | |||||||||||||||||||||||||||
Number of months base salary payable as of the Separation Date | M | 12 | |||||||||||||||||||||||||||
Total base salary payable upon Separation | $ 425,000 | |||||||||||||||||||||||||||
Cash bonus payable upon Separation | $ 225,000 | |||||||||||||||||||||||||||
Period following the Separation Date to pay COBRA premiums | 12 months | |||||||||||||||||||||||||||
Total commitment | $ 660,000 | |||||||||||||||||||||||||||
Separation benefits reimbursed by Metuchen pursuant to Merger | $ 0 | $ 332,000 |
Stockholders' Equity_ (Details)
Stockholders' Equity: (Details) | Dec. 07, 2020shares | Dec. 31, 2021Vote$ / sharesshares | Dec. 31, 2020$ / sharesshares |
Common stock, shares issued | 6,730,180 | 1,257,579 | |
Issue of shares on spin off | 1,257,579 | ||
Spin Off Ratio | 0.20 | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 | |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Votes per share of common stock | Vote | 1 | ||
Spin-Off from Neurotrope | |||
Common stock, shares issued | 1,257,579 |
Stockholders' Equity_ - January
Stockholders' Equity: - January 2021 June 2021 Private Placement (Details) | Jun. 14, 2021USD ($)$ / sharesshares | May 19, 2021 | Jan. 21, 2021USD ($)$ / sharesshares | Jan. 19, 2021$ / sharesshares | Jan. 13, 2021shares | Dec. 31, 2021$ / sharesshares | Mar. 31, 2022$ / sharesshares | Jun. 30, 2021$ / sharesshares | Jan. 31, 2021$ / sharesshares | Dec. 31, 2020$ / shares | Dec. 07, 2020shares |
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 52,983 | ||||||||||
Warrants exercise price | $ / shares | $ 12.49 | $ 0.01 | $ 0.01 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Reverse Stock Split, conversion ratio | 0.25 | ||||||||||
Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Reverse Stock Split, conversion ratio | 1.5 | ||||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Reverse Stock Split, conversion ratio | 20 | ||||||||||
Placement Agents | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 152,378 | ||||||||||
Warrants exercise price | $ / shares | $ 7.547 | ||||||||||
Warrants exercise period | 5 years | ||||||||||
Percentage of offering fees in cash | 10.00% | ||||||||||
Number of shares issued upon exchange | 152,378 | ||||||||||
Percentage of offering fees in warrants | 10.00% | ||||||||||
Percentage of offering fees on aggregate price of warrant exercise | 10.00% | ||||||||||
Period within which future financing should be consummated | 18 months | ||||||||||
Securities Purchase Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Combined purchase price of common stock and warrants | $ / shares | $ 7.547 | $ 6 | |||||||||
Gross proceeds in offering | $ | $ 12,500,000 | $ 14,000,000 | |||||||||
Net proceeds in offering | $ | $ 11,200,000 | $ 12,500,000 | |||||||||
Securities Purchase Agreements | Placement Agents | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 233,391 | ||||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||||
Warrants exercise period | 5 years | ||||||||||
Percentage of offering fees in cash | 10.00% | ||||||||||
Number of shares issued upon exchange | 233,391 | ||||||||||
Percentage of offering fees in warrants | 10.00% | ||||||||||
Shareholder Rights Plan | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of preferred share purchase right for each outstanding share of Common Stock by means of dividend | 1 | ||||||||||
Minimum acquisition percentage of outstanding common stock to exercise rights | 15 | ||||||||||
Discount available to right holders to purchase common stock upon acquisition of minimum shareholding by acquiring person | 50.00% | ||||||||||
Number of common shares for each right | 1 | ||||||||||
Rights Agreement | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of One-Thousandth share of Series A Preferred stock Issued In Right | 1 | ||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Purchase price of right | 20 | ||||||||||
Prefunded warrants | Securities Purchase Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate number of shares authorized to issue under purchase agreement | 1,653,281 | 2,333,884 | |||||||||
Share price | $ / shares | $ 0.01 | $ 0.04 | |||||||||
Series E Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 1,234,540 | ||||||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | |||||||||
Series E Warrants | Subsequent events | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 50,000 | ||||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||||
Series E Warrants | Securities Purchase Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 2,333,908 | ||||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||||
Warrants exercise period | 12 months | ||||||||||
Series G Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 65,000 | 66,251 | |||||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | |||||||||
Series G Warrants | Placement Agents | |||||||||||
Class of Stock [Line Items] | |||||||||||
Potential fee | $ | $ 1,400,000 | ||||||||||
Series G Warrants | Subsequent events | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 15,000 | ||||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||||
Series G Warrants | Securities Purchase Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate number of shares authorized to issue under purchase agreement | 1,653,281 | ||||||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||||||
Series F Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 332,063 | 2,567,299 | |||||||||
Warrants exercise price | $ / shares | $ 6.90 | $ 6.90 | |||||||||
Series F Warrants | Securities Purchase Agreements | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common share issuable upon exercise of warrants | 2,333,908 | ||||||||||
Warrants exercise price | $ / shares | $ 6.90 | ||||||||||
Warrants exercise period | 5 years |
Stock Based Compensation_ (Deta
Stock Based Compensation: (Details) | Feb. 16, 2022$ / sharesshares | Feb. 15, 2022USD ($)shares | Jul. 13, 2021employeedirectorshares | Apr. 06, 2021director$ / sharesshares | Mar. 12, 2021shares | Mar. 07, 2021 | Jan. 13, 2021USD ($)directoremployee$ / sharesshares | Dec. 07, 2020USD ($)shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Apr. 07, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 250,000 | 625,000 | |||||||||
Number of options granted | 123,850 | ||||||||||
Stock options expense | $ | $ 1,021,319 | ||||||||||
Dividend yield | 0.00% | ||||||||||
Exercise price | $ / shares | $ 9.84 | ||||||||||
Exercise price of stock options | $ / shares | $ 0 | ||||||||||
Expiration period | 10 years | ||||||||||
Total unrecognized compensation costs | $ | $ 1,000,000 | ||||||||||
Total unrecognized compensation costs expected to be recognized over a weighted average period | 1 month 24 days | ||||||||||
2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 7,500 | 250,000 | |||||||||
Number of options granted | 116,350 | ||||||||||
Stock options expense | $ | $ 3,282,384 | $ 1,701,377 | |||||||||
Expected term | 5 years 2 months 12 days | ||||||||||
Volatility | 129.90% | ||||||||||
Risk-free interest rate | 0.51% | ||||||||||
Exercise price | $ / shares | $ 9.80 | ||||||||||
Fair value of options granted | $ | $ 1,054,000 | ||||||||||
Exercise price of stock options | $ / shares | $ 9.84 | ||||||||||
Expiration period | 10 years | ||||||||||
Number of options vested | 103,775 | ||||||||||
Vesting percentage | 25.00% | 25.00% | |||||||||
Number of director | director | 5 | 6 | |||||||||
Number of employee | employee | 4 | ||||||||||
2020 Equity Incentive Plan | Research and development | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options expense | $ | 670,039 | 651,106 | |||||||||
2020 Equity Incentive Plan | General and administrative | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options expense | $ | 2,612,345 | $ 1,050,271 | |||||||||
2020 Equity Incentive Plan | Chief Executive Officer | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 12,575 | ||||||||||
2017 stock option plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock options expense | $ | $ 0 | ||||||||||
RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 495,000 | ||||||||||
Stock options expense | $ | 2,261,065 | ||||||||||
Number of director | director | 7 | ||||||||||
Number of executive directors | director | 2 | ||||||||||
Total unrecognized compensation costs | $ | $ 2,560,000 | ||||||||||
Total unrecognized compensation costs expected to be recognized over a weighted average period | 6 months 10 days | ||||||||||
Grant date fair value of RSU's issued (per share) | $ / shares | $ 9.75 | ||||||||||
Grant date fair value of RSU's issued | $ | $ 4,800,000 | ||||||||||
RSU's | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of employee | employee | 2 | ||||||||||
Director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 1,500 | ||||||||||
Nonemployee directors | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 425,000 | ||||||||||
Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of securities available for grant | 1,200 | ||||||||||
Stock option grant authorized for service on a committee of the Board of Directors | 300 | ||||||||||
Employee | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 10,000 | ||||||||||
CFO | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of options granted | 60,000 | ||||||||||
Subsequent events | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of shares into which options may be converted | 6,150 | ||||||||||
Exercise price of stock options | $ / shares | $ 7.29 | ||||||||||
Number of shares granted | 13,775 | ||||||||||
Fair market value of shares issued | $ | $ 98,078 | ||||||||||
First anniversary from Start Date | RSU's | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 100.00% | ||||||||||
First anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Second anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Third anniversary from Start Date | Newly appointed director | Director Compensation Policy | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Date of grant | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
First anniversary of grant date | 2020 Equity Incentive Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting percentage | 50.00% |
Stock Based Compensation_ - Sto
Stock Based Compensation: - Stock option activity under the stock option plans (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Options outstanding at the beginning | 0 | |
Options granted | 123,850 | |
Less options forfeited | 0 | |
Less options expired/cancelled | 0 | |
Less options exercised | 0 | |
Options outstanding at the end | 123,850 | 0 |
Options exercisable at the end | 64,463 | |
Weighted-Average Exercise Price | ||
Options outstanding at the beginning (in dollars per share) | $ 0 | |
Options granted (in dollars per share) | 9.84 | |
Less options forfeited (in dollars per share) | 0 | |
Less options expired/cancelled (in dollars per share) | 0 | |
Less options exercised (in dollars per share) | 0 | |
Options outstanding at the end (in dollars per share) | 9.84 | $ 0 |
Options exercisable at the end (in dollars per share) | $ 9.84 | |
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | ||
Options granted (in years) | 9 years | |
Options outstanding at the end (in years) | 9 years | 0 years |
Options exercisable at the end (in years) | 9 years | |
Aggregate Intrinsic Value | ||
Options outstanding at the end (in dollars) | $ 0 | |
Options exercisable at the end (in dollars) | $ 0 |
Common Stock Warrants_ - Common
Common Stock Warrants: - Common stock warrant activity (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Common Stock Warrants: | |
Warrants outstanding January 1, 2021 | 978,077 |
Warrants issued | 6,919,051 |
Warrants exercised | (1,631,603) |
Warrants outstanding December 31, 2021 | 6,265,525 |
Common Stock Warrants_ - Additi
Common Stock Warrants: - Additional Information (Details) | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2022USD ($)item$ / sharesshares | Dec. 02, 2020USD ($) | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($) | Oct. 01, 2021$ / sharesshares | Jul. 01, 2021$ / sharesshares | Jun. 30, 2021$ / sharesshares | Apr. 01, 2021$ / sharesshares | Feb. 16, 2021$ / sharesshares | Jan. 31, 2021$ / sharesshares | Dec. 07, 2020USD ($)shares | Oct. 26, 2020shares | |
Warrants outstanding | 83,334 | 978,077 | 978,077 | |||||||||
Warrants exercise price | $ / shares | $ 12.49 | $ 0.01 | $ 0.01 | |||||||||
Warrants issued | 6,919,051 | |||||||||||
Exercise price to purchase shares | $ | $ 2,430,000 | |||||||||||
Spin-Off Ratio | 0.20 | |||||||||||
Total expense | $ | $ 1,700,000 | $ 1,700,000 | ||||||||||
Warrants to purchase shares of common stock | 52,983 | |||||||||||
Proceeds from warrant exercises | $ | $ 13,350,226 | |||||||||||
Weighted average remaining life of warrants | 3 years 6 months | |||||||||||
Intrinsic value of the warrants | $ | $ 5,000,000 | |||||||||||
Subsequent events | ||||||||||||
Proceeds from warrant exercises | $ | $ 600,000 | |||||||||||
Series A Warrants | ||||||||||||
Exercise price of warrants before amendment | $ / shares | $ 198.80 | |||||||||||
Warrants to purchase shares of common stock | 39,535 | |||||||||||
Series B Warrants | ||||||||||||
Exercise price of warrants before amendment | $ / shares | $ 79.52 | |||||||||||
Warrants to purchase shares of common stock | 155,917 | |||||||||||
Series C Warrants | ||||||||||||
Exercise price of warrants before amendment | $ / shares | $ 39.76 | |||||||||||
Warrants to purchase shares of common stock | 227,163 | |||||||||||
Series D Warrants | ||||||||||||
Exercise price of warrants before amendment | $ / shares | $ 15.92 | |||||||||||
Warrants to purchase shares of common stock | 555,462 | |||||||||||
Series H Warrants | ||||||||||||
Warrants outstanding | 555,462 | |||||||||||
Stock issued during period, shares, new issues | 1,257,604 | |||||||||||
Exercise price to purchase shares | $ | $ 20 | |||||||||||
Series G Warrants | ||||||||||||
Warrants outstanding | 65,000 | 1,653,281 | 227,163 | |||||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | ||||||||||
Stock issued during period, shares, new issues | 1,257,604 | |||||||||||
Warrants term | 5 years | |||||||||||
Exercise price to purchase shares | $ | $ 50 | |||||||||||
Warrants to purchase shares of common stock | 65,000 | 66,251 | ||||||||||
Number of warrant holders who exercised their warrants | item | 1 | |||||||||||
Series G Warrants | Subsequent events | ||||||||||||
Warrants outstanding | 15,000 | |||||||||||
Warrants exercise price | $ / shares | $ 8.51 | |||||||||||
Warrants to purchase shares of common stock | 15,000 | |||||||||||
Number of warrant holders who exercised their warrants | item | 1 | |||||||||||
Series F Warrants | ||||||||||||
Warrants outstanding | 332,063 | 233,391 | 155,917 | |||||||||
Warrants exercise price | $ / shares | $ 6.90 | $ 6.90 | ||||||||||
Stock issued during period, shares, new issues | 1,257,604 | |||||||||||
Warrants term | 5 years | |||||||||||
Exercise price to purchase shares | $ | $ 100 | |||||||||||
Warrants to purchase shares of common stock | 332,063 | 2,567,299 | ||||||||||
Number of warrant holders who exercised their warrants | item | 25 | |||||||||||
Series E Warrants | ||||||||||||
Warrants outstanding | 1,234,540 | 2,333,908 | 39,535 | |||||||||
Warrants exercise price | $ / shares | $ 8.51 | $ 8.51 | ||||||||||
Stock issued during period, shares, new issues | 1,257,604 | |||||||||||
Warrants term | 12 months | |||||||||||
Exercise price to purchase shares | $ | $ 250 | |||||||||||
Warrants to purchase shares of common stock | 1,234,540 | |||||||||||
Number of warrant holders who exercised their warrants | item | 49 | |||||||||||
Series E Warrants | Subsequent events | ||||||||||||
Warrants outstanding | 50,000 | |||||||||||
Warrants exercise price | $ / shares | $ 8.51 | |||||||||||
Warrants to purchase shares of common stock | 50,000 | |||||||||||
Number of warrant holders who exercised their warrants | $ | 3 | |||||||||||
Dividend yield | ||||||||||||
Spin-Off Ratio | 0 | 0 | ||||||||||
Warrants, measurement input | 0 | |||||||||||
Expected term | ||||||||||||
Warrants term | 5 years | 5 years | ||||||||||
Expected term | Minimum | ||||||||||||
Warrants term | 2 months 12 days | |||||||||||
Expected term | Maximum | ||||||||||||
Warrants term | 10 years | |||||||||||
Volatility | ||||||||||||
Spin-Off Ratio | 115 | |||||||||||
Warrants, measurement input | 127.7 | |||||||||||
Volatility | Minimum | ||||||||||||
Spin-Off Ratio | 31.75 | |||||||||||
Volatility | Maximum | ||||||||||||
Exercise price to purchase shares | $ | $ 112.3 | |||||||||||
Risk-free interest rate | ||||||||||||
Spin-Off Ratio | 0.40 | |||||||||||
Warrants, measurement input | 0.72 | |||||||||||
Risk-free interest rate | Minimum | ||||||||||||
Spin-Off Ratio | 0.11 | |||||||||||
Risk-free interest rate | Maximum | ||||||||||||
Exercise price to purchase shares | $ | $ 0.42 | |||||||||||
Placement Agent Agreement [Member] | ||||||||||||
Warrants outstanding | 152,378 | |||||||||||
Warrants exercise price | $ / shares | $ 7.547 | |||||||||||
Advisory Agreements [Member] | ||||||||||||
Warrants exercise price | $ / shares | $ 9.30 | $ 9.76 | $ 8.80 | $ 11.46 | ||||||||
Warrants term | 5 years | 5 years | 5 years | 5 years | ||||||||
Total expense | $ | $ 560,000 | |||||||||||
Warrants to purchase shares of common stock | 10,300 | 7,000 | 35,000 | |||||||||
Warrants to purchase shares of common stock | 10,300 |
Parent Company Investment (Deta
Parent Company Investment (Details) - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 02, 2020 | Dec. 31, 2020 | |
Parent Company Investment | ||
Stock based compensation from Parent | $ 1,701,376 | $ 1,701,376 |
Consultant compensation paid with Parent equity | 500,740 | |
Parent contributions | 16,524,189 | |
Parent warrant amendment expense | 1,700,000 | $ 1,700,000 |
Total | $ 20,426,305 |