Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 25, 2024 | Jun. 30, 2023 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | false | ||
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 | ||
Entity Address, Postal Zip Code | 10036 | ||
City Area Code | 973 | ||
Local Phone Number | 242-0005 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,623,571 | ||
Entity Common Stock, Shares Outstanding | 27,133,349 | ||
Auditor Name | Morison Cogen LLP | ||
Auditor Location | Blue Bell, PA | ||
Auditor Firm ID | 536 | ||
Entity Central Index Key | 0001571934 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 28,661,498 | $ 37,478,480 |
Prepaid Clinical trial expenses | 375,085 | 367,714 |
Available for sale debt security | 1,438,500 | |
Prepaid expenses and other current assets | 57,677 | 739,467 |
TOTAL CURRENT ASSETS | 30,532,760 | 38,585,661 |
Equity method investment | 562,402 | |
Fixed assets, net of accumulated depreciation | 18,505 | 22,145 |
TOTAL ASSETS | 31,113,667 | 38,607,806 |
CURRENT LIABILITIES | ||
Accounts payable | 444,633 | 660,206 |
Accrued expenses | 435,891 | 536,714 |
Dividends payable | 115,890 | |
Accrued Series B Convertible Preferred payments payable | 3,395,945 | |
TOTAL CURRENT LIABILITIES | 4,276,469 | 1,312,810 |
Warrant liability | 140,000 | 1,510,000 |
Derivative liability | 1,113,000 | 370,300 |
TOTAL LIABILITIES | 5,529,469 | 3,193,110 |
Commitments and contingencies | ||
Series B Convertible redeemable preferred stock, $.0001 par value and $1,000 face value, 1,000,000 shares authorized; 6,000 and 15,000 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively. Liquidation preference of $6,000,000 plus dividends accrued at 7% per annum of $140,000 as of December 31, 2023. | 1,236,940 | 2,721,723 |
STOCKHOLDERS' EQUITY | ||
Common stock - 150,000,000 shares authorized, $0.0001 par value; 24,089,646 shares issued and outstanding as of December 31, 2023 and 7,267,032 shares issued and outstanding as of December 31, 2022. | 2,411 | 728 |
Additional paid-in capital | 57,954,693 | 52,523,762 |
Accumulated other comprehensive income | 902 | |
Accumulated deficit | (33,610,748) | (19,831,517) |
TOTAL STOCKHOLDERS' EQUITY | 24,347,258 | 32,692,973 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 31,113,667 | $ 38,607,806 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
BALANCE SHEETS | ||
Series B Convertible redeemable preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Series B Convertible redeemable preferred stock, face value (in dollars per share) | $ 1,000 | $ 1,000 |
Series B Convertible redeemable preferred stock, Shares authorized | 1,000,000 | 1,000,000 |
Series B Convertible redeemable preferred stock, Shares issued | 6,000 | 15,000 |
Series B Convertible redeemable preferred stock, Shares outstanding | 6,000 | 15,000 |
Series B Convertible redeemable preferred stock, Liquidation preference value | $ 6,000,000 | |
Series B Convertible redeemable preferred stock, Liquidation preference, percentage of accrued dividends | 7% | |
Series B Convertible redeemable preferred stock, Liquidation preference, amount of accrued dividends | $ 140,000 | |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 24,089,646 | 7,267,032 |
Common stock, shares outstanding | 24,089,646 | 7,267,032 |
STATEMENTS OF COMPREHENSIVE LOS
STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES: | ||
Research and development | $ 1,974,924 | $ 6,324,928 |
General and administrative | 6,338,930 | 9,810,068 |
TOTAL OPERATING EXPENSES | 8,313,854 | 16,134,996 |
OTHER INCOME: | ||
Interest income | 1,648,950 | 335,039 |
Change in fair value of warrant liability | 1,370,000 | 8,405,000 |
Change in fair value of derivative liability | (743,600) | 1,821,000 |
TOTAL OTHER INCOME | 2,275,350 | 10,561,039 |
Net loss before income taxes | (6,038,504) | (5,573,957) |
Net loss | (6,038,504) | (5,573,957) |
Preferred Stock dividends | 2,047,774 | 115,890 |
Deemed dividend-preferred stock extinguishment | 5,693,000 | |
Net Loss attributable to common stockholders | (13,779,278) | (5,689,847) |
Change in fair value of available for sale debt security | 902 | |
Net comprehensive loss | $ (13,778,376) | $ (5,689,847) |
PER SHARE DATA: | ||
Basic loss per common share (in dollars per share) | $ (1.18) | $ (0.81) |
Diluted loss per common share (in dollars per share) | $ (1.18) | $ (0.81) |
Basic weighted average common shares outstanding (in shares) | 11,651,900 | 6,989,200 |
Diluted weighted average common shares outstanding (in shares) | 11,651,900 | 6,989,200 |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Preferred Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance, Beginning at Dec. 31, 2021 | $ 674 | $ 47,670,744 | $ (14,141,670) | $ 0 | $ 33,529,748 | |
Balance, Beginning (in shares) at Dec. 31, 2021 | 6,730,180 | |||||
Beginning balance at Dec. 31, 2021 | $ 0 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 0 | |||||
Stock based compensation | $ 0 | 3,743,963 | 3,743,963 | |||
Issuance of warrants for consulting fees | 0 | 196,603 | 196,603 | |||
Issuance of common stock for consulting fees | $ 6 | 0 | 359,350 | 359,356 | ||
Issuance of common stock for consulting fees (in shares) | 60,852 | |||||
Exercise of common stock warrants | $ 7 | 0 | 553,143 | 553,150 | ||
Exercise of common stock warrants (in shares) | 65,000 | |||||
Issuance ofSeries B Preferred Stock, net of discount and issuance costs of $12,278,277 | $ 2,721,723 | |||||
Issuance of Series B Preferred Stock, net of discount and issuance costs of $12,278,277 (in shares) | 15,000 | |||||
Preferred dividends | $ 0 | (115,890) | (115,890) | |||
Exercise of restricted stock units (in shares) | 411,000 | |||||
Exercise of restricted stock units | $ 41 | 0 | (41) | |||
Net Income (Loss) | 0 | (5,573,957) | (5,573,957) | |||
Balance, Ending at Dec. 31, 2022 | $ 728 | 52,523,762 | (19,831,517) | 32,692,973 | ||
Balance, Ending (in shares) at Dec. 31, 2022 | 7,267,032 | |||||
Ending balance at Dec. 31, 2022 | $ 2,721,723 | $ 2,721,723 | ||||
Ending balance (in shares) at Dec. 31, 2022 | 15,000 | 15,000 | ||||
Stock based compensation | 1,009,325 | $ 1,009,325 | ||||
Issuance of common stock for consulting fees | $ 13 | 117,987 | 118,000 | |||
Issuance of common stock for consulting fees (in shares) | 127,400 | |||||
Preferred dividends | (2,047,774) | |||||
Accrued preferred stock dividends | $ 1,022,149 | (1,022,149) | (1,022,149) | |||
Reclassification of accrued dividends upon probable redemption of preferred stock | 165,375 | |||||
Deemed dividend - preferred stock extinguishment | 5,693,000 | (5,693,000) | ||||
Deemed dividends on preferred stock | $ 205 | 140,374 | 815,166 | (1,025,578) | (210,207) | |
Deemed dividends on preferred stock (in shares) | 2,047,526 | |||||
Preferred stock redemptions and conversions | $ 1,465 | $ (6,783,704) | 5,162,421 | 5,163,886 | ||
Preferred stock redemptions and conversions (in shares) | 14,647,688 | (6,000) | ||||
Accrual of preferred stock and dividend redemption | $ (3,395,945) | |||||
Accrual of preferred stock and dividend redemption (in share) | (3,000) | |||||
Preferred stock accretion | $ 7,366,968 | (7,366,968) | (7,366,968) | |||
Change in fair value of convertible note receivable - investment in debt security | 902 | 902 | ||||
Net Income (Loss) | (6,038,504) | (6,038,504) | ||||
Balance, Ending at Dec. 31, 2023 | $ 2,411 | $ 1,236,940 | $ 57,954,693 | $ (33,610,748) | $ 902 | 24,347,258 |
Balance, Ending (in shares) at Dec. 31, 2023 | 24,089,646 | |||||
Ending balance at Dec. 31, 2023 | $ 1,236,940 | |||||
Ending balance (in shares) at Dec. 31, 2023 | 6,000 | 6,000 |
STATEMENTS OF CHANGES IN STOC_2
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY | |
Issuance of Series B Preferred Stock, discount and issuance costs | $ 12,278,277 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOW USED IN OPERATING ACTIVITIES | ||
Net loss | $ (6,038,504) | $ (5,573,957) |
Adjustments to reconcile net loss to net cash used by operating activities | ||
Stock based compensation | 1,009,325 | 3,743,963 |
Warrant issuance costs | 898,023 | |
Change in fair value of warrant liability | (1,370,000) | (8,405,000) |
Change in fair value of derivative liability | 743,600 | (1,821,000) |
Consulting services paid by issuance of common stock | 118,000 | 359,356 |
Consulting services paid by issuance of common stock warrants | 196,603 | |
Depreciation expense | 6,347 | 5,714 |
Change in assets and liabilities: | ||
Decrease in prepaid expenses | 674,419 | 183,045 |
Decrease in accounts payable | (215,573) | (636,300) |
Decrease in accrued expenses | (100,823) | (161,692) |
Total adjustments | 865,295 | (5,637,288) |
Net Cash Used in Operating Activities | (5,173,209) | (11,211,245) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||
Purchase of equity method investment | (562,402) | |
Purchase of available for sale debt security | (1,437,598) | |
Purchase of fixed assets | (2,707) | (7,414) |
Net Cash Used in Investing Activities | (2,002,707) | (7,414) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Private placement of preferred stock, net of transaction costs | 13,930,000 | |
Proceeds from exercise of investor warrants | 553,150 | |
Redemption of Series B Convertible Preferred Stock | (1,000,000) | |
Dividends on Series B Convertible Preferred Stock | (641,066) | |
Net Cash Provided by (Used in) Financing Activities | (1,641,066) | 14,483,150 |
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS | (8,816,982) | 3,264,491 |
CASH AND EQUIVALENTS AT BEGINNING OF YEAR | 37,478,480 | 34,213,989 |
CASH AND EQUIVALENTS AT END OF YEAR | 28,661,498 | 37,478,480 |
DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Issuance of Common Stock for Series B Convertible Preferred Stock installment conversions | 5,979,257 | |
Accrual of Series B Convertible Preferred Stock and Dividend Redemption | 3,395,945 | 115,890 |
Change in fair value of available for sale debt security | 902 | |
Deemed dividend for Series B Convertible Preferred Stock modification | $ 5,693,000 | |
Initial fair value of warrant liability pursuant to private placement of Preferred Stock and Warrants | 9,915,000 | |
Initial fair value of derivative liability pursuant to private placement of Preferred Stock and Warrants | $ 2,191,300 |
Organization, Business, Risks a
Organization, Business, Risks and Uncertainties: | 12 Months Ended |
Dec. 31, 2023 | |
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 the Company operates independently from Neurotrope. On December 7, 2020, the Company became an independent company, Synaptogenix, Inc., a Delaware corporation (formerly known as Neurotrope Bioscience, Inc.) (the “Company” or “Synaptogenix”) when the Company filed an amended and restated certificate of incorporation which, among other things, changed its name to Synaptogenix, Inc. The Company’s shares of common stock, par value $0.0001 per share (the “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”) in this process. The exclusive rights to certain technology were licensed by CRE to the Company on February 28, 2013 (see Note 3 - Collaborative Agreements and Commitments). In connection with the separation from Neurotrope, the Company 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. On December 16, 2022, the Company issued a press release announcing that an extended confirmatory Phase 2 study of Bryostatin-1 in moderate to severe AD (Study #204) did not achieve statistical significance on the primary endpoint, which was changed from baseline to Week 13 in the Severe Impairment Battery (“SIB”) total score assessment obtained after completion of the second seven-dose course of treatment (week 28 of trial). On March 7, 2023, the Company announced results of its analysis of secondary endpoints and post hoc analysis from our Phase 2 study of Bryostatin-1. In the secondary endpoint analysis, changes from baseline at Weeks 9, 20, 24, 30, and 42 in the SIB (Severe Impairment Battery) total score were not statistically significant in the total patient population, and no pre-specified secondary endpoints were met with statistical significance in the low-to-moderately severe AD patient stratum. However, nearly all pre-specified secondary endpoints in the most advanced and severe AD (Mini Mental State Exam 2 (“MMSE”) (baseline scores: 10-14) patient population, with baseline MMSE-2 (Mini-Mental State Examination, 2nd Edition) scores of 10-14, were achieved with statistical significance (p = <0.05, 2-tailed). Data also showed statistical significance in exploratory secondary endpoints for the MMSE-2 10-14 stratum, and post hoc analysis was positive. On April 24, 2023, the Company received a written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days, the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company received an initial grace period of 180 calendar days, or until October 23, 2023 (the “Initial Compliance Period”), to regain compliance with the Minimum Bid Price Requirement. Compliance could be achieved automatically and without further action if the closing bid price of the Company’s stock remained at or above $1.00 for a minimum of 10 consecutive business days at any time during the Initial Compliance Period. On October 24, 2023, the Company received a second written notice from Nasdaq, notifying the Company that it had not regained compliance with the Minimum Bid Price Requirement during the Initial Compliance Period and granting the Company an additional grace period of 180 calendar days, or until April 22, 2024 (the “Second Compliance Period”), to regain compliance. Compliance can be achieved automatically and without further action if the closing bid price of the Company’s stock remains at or above $1.00 for a minimum of 10 consecutive business days at any time during the Second Compliance Period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum Bid Price Requirement during the Second Compliance Period, Nasdaq will notify the Company that its common stock will be delisted subject to an opportunity for the Company to appeal. As of the date of this Annual Report, the Company had not yet regained compliance. Liquidity Uncertainties As of December 31, 2023, the Company had approximately $28.7 million in cash and cash equivalents as compared to $37.5 million at December 31, 2022. The Company expects that its current cash and cash equivalents, approximately $26.3 million as of the date of this Annual Report, will be sufficient to support its projected operating requirements and financial commitments 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 Protein Kinase C Epsilon and other development projects. The financial commitments include the potential redemption of the Series B Convertible Preferred Stock for cash. The Company expects to need additional capital in order to initiate and pursue potential additional development projects, including the continuing development beyond the ongoing Phase 2 trial of Bryostatin-1. 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 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 will 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 of synthetic bryostatin. See Note 3. |
Summary of Significant Accounti
Summary of Significant Accounting Policies: | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies: | |
Summary of Significant Accounting Policies: | Note 2 – Summary of Significant Accounting Policies: Basis of Presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Company may adopt accounting standards based on the effective dates for public entities. Use of Estimates: The preparation of financial statements in conformity with US 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. Comprehensive Income (Loss): The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standareds Codification (“ASC 220”) in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has items of other comprehensive income (loss), comprehensive income has been reflected in the Company’s financial statements. Net Earnings or Loss per Share: Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2023 and 2022. The dilutive securities that have been excluded from the calculation of diluted net loss per share for the years ended December 31, 2023 and 2022 respectively, because to do so would be anti-dilutive (in common equivalent shares), are as follows: December 31, 2023 December 31, 2022 Common stock warrants 7,179,919 7,179,919 Common stock options 722,562 661,850 Convertible Preferred Stock 1,212,380 1,946,796 Total 9,114,861 8,372,426 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, 2023, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $2.1 million. In addition, approximately $26.6 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. Investment in Debt Securities The Company’s convertible note receivable was determined to be an available-for-sale debt security under Accounting Standards Codification (“ASC”) 320, Investments, Fair Value of Financial Instruments: The carrying amounts reflected in the balance sheets for payables approximate fair value due to the short maturities of these instruments. The carrying amounts for warrant liability and derivative liability approximate fair value based on level 3 of the fair value hierarchy. Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable markets. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Assumptions used in the valuation of the Level 3 assets include time to expiration, discount rate, risk-free rate, volatility and probability of default. Fixed Assets and Leases: The Company has two leases, both of which have a term of one year during the respective reporting periods. The Company has deemed the leases 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 these leases is approximately $64,000 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 below, for Worldwide Clinical Trials, Inc. (“WCT”) and The Cleveland Clinic Foundation (“Cleveland Clinic”), at December 31, 2023 and December 31, 2022. 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 for accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has determined 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. The Company had federal operating loss carryforwards for income tax purposes of approximately $94.8 million for the period from October 31, 2012 (inception) through December 31, 2023. The net operating loss carryforwards resulted in Federal and state deferred tax assets of approximately $26.6 million at December 31, 2023. 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. However, the deferred tax asset is offset by a full valuation allowance. The Company may be subject to significant U.S. federal income tax-related liabilities with respect to 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 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 Internal Revenue Code of 1986 (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, 2023 and as of the date of financial statement issuance date, the Company does not have any indemnification liabilities. Under Section 382 of the Code, 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 may be 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. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the year ended December 31, 2023 2022 Loss from continuing operations before taxes on income $ (6,038,504) $ (5,573,957) Tax rate 21 % 21 % Computed “expected” tax benefit (1,268,086) (1,170,531) State taxes, net of federal income tax benefit (341,003) (717,819) Change in fair value of warrant and derivative liabilities (126,475) (1,765,050) Change in valuation allowance 3,892,572 4,447,310 Other adjustments 6,115 — Return to provision (2,163,122) (793,910) Income tax expense (benefit) attributable to continuing operations $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2023 are as follows: For the year ended December 31, 2023 2022 Net operating loss carryforward 26,635,550 23,492,415 Stock-based compensation 1,978,436 1,838,861 Derivative liability — (475,918) Depreciation 16 — Capitalized research costs 1,621,646 1,487,718 Net deferred income tax assets 30,235,648 26,343,076 Less: Valuation Allowance (30,235,648) (26,343,076) Net deferred income tax assets — — A provision enacted in the Tax Cuts and Jobs Act of 2017 (“TCJA”) related to the capitalization for tax purposes of research and experimental expenditures became effective January 1, 2022. This provision requires the Company to capitalize research and experimental expenditures and amortize them on the U.S. tax return over five or fifteen years, depending upon where the research is conducted. This provision is not expected to have a material impact on the Company’s calendar year 2023 effective tax rate on a net basis or the Company’s cash paid for taxes due to the Company’s net operating loss position. 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 years ended December 31, 2023 and 2022 of $0 for both periods. 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 has adopted ASU 2020-06 as of January 1, 2022. In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined. |
Collaborative Agreements and Co
Collaborative Agreements and Commitments: | 12 Months Ended |
Dec. 31, 2023 | |
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 in the Stanford Agreement) 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 product development 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 in the Stanford Agreement) and milestone payments of up to $3.7 million dependent upon stage of product development. As of December 31, 2023, 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, no royalties nor milestone payments have been earned or made. The Company has advanced the development of synthetic bryostatin by demonstrating the equivalence of the synthetic to the natural bryostatin product. The estimated cost to initiate and produce sufficient quantities of the synthetic bryostatin drug product is approximately $1.5 million. The Company is evaluating production alternatives at this time. 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 $200,000 consisting of licensing fees of $125,000 plus development costs and patent fees of approximately $75,000. As of December 31, 2023, 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 ongoing 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, 2023. 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, a genetic disorder. 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 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 $2 million. As of the end of the period covered by this Annual Report on Form 10-K, the Company has incurred cumulative expenses associated with this agreement of approximately $100,000. The Company has filed for an IND with the FDA. The FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics. The Company is currently evaluating its plans to advance Fragile X development. Cleveland Clinic On February 23, 2022, the Company announced its collaboration with the Cleveland Clinic to pursue possible treatments for Multiple Sclerosis (“MS”), and on July 19, 2023, the Company announced that it had entered into an agreement with the Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in MS. The Cleveland Clinic will manage the clinical trial’s implementation, including the IND submission to the FDA which was filed during the fourth quarter of 2023 and future patient enrollment once the IND submission is approved. The total estimated costs associated with this collaboration are approximately $2.0 million. As of December 31, 2023, the Company has paid the Cleveland Clinic approximately $375,000, which is reflected as prepaid clinical trial expenses on the balance sheet. Strategic Investment in Debt and Equity Securities of Cannasoul On October 31, 2023, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Cannasoul Analytics Ltd. (“Cannasoul”), pursuant to which the Company agreed to purchase from Cannasoul (i) 12,737 shares of Cannasoul’s Series A preferred shares (the “Preferred Shares”), representing 5% of Cannasoul’s issued and outstanding share capital, at a price of $44.1550 per Preferred Share for $562,402 and (ii) a convertible preferred note in an aggregate amount of up to $1,437,598 (the “Initial Convertible Note”) convertible into 32,648 Preferred Shares. The Preferred Shares are convertible (i) any time after the date of issuance at the Company’s option and (ii) automatically upon the earlier of a payment default, the consummation of Cannasoul’s IPO, or the majority consent of the majority holders of the Preferred Shares. Additionally, the Company agreed to purchase up to four additional convertible preferred notes in a total amount of up to approximately $2,000,000 (or approximately $500,000 per convertible preferred note), subject to Cannasoul achieving certain revenue and expense goals (the “Milestones”) over the next four quarters (the “Milestone Convertible Notes”) as set forth in the Purchase Agreement. The Company’s purchase of the Preferred Shares, the Initial Convertible Notes and the Milestone Convertible Notes is herein referred to as the “Investment.” If Cannasoul fails to achieve a Milestone, the Company will not be obligated to purchase the applicable Milestone Convertible Note. If Cannasoul achieves a Milestone and the Company fails to purchase the applicable Milestone Convertible Note, Cannasoul will have the right to convert all the Company’s Preferred Shares into Cannasoul’s ordinary shares and the Company will lose certain board appointment rights and certain rights in Cannasoul’s subsidiaries. In connection with the Purchase Agreement, Cannasoul adopted amended and restated articles of incorporation (the “Cannasoul Charter”). Pursuant to the Cannasoul Charter, the Company has a number of rights as investor, including (i) the right to appoint and dismiss three of the seven members of Cannasoul’s board of directors and veto power with respect to a fourth member, (ii) preemptive rights to participate pro rata in any pre-initial public offering financings by Cannasoul, (iii) rights of first refusal with respect to transfers of Cannasoul ordinary shares by other investors, (iv) rights of co-sale with respect to proposed sales or transfers of Cannasoul ordinary shares by certain key investors, (v) veto rights with respect to certain major transactions, any amendment to the Cannasoul Charter, approval of Cannasoul’s budget and other items. It was determined that Cannasoul is considered a variable interest entity (“VIE”), but the Company lacks the power to direct the activities that most significantly influence the VIE’s economic performance. As such, the Company is not the primary beneficiary of the VIE and is not required to consolidate Cannasoul in accordance with ASC 810-10-25-38A. The Company’s investment in the Preferred Shares represents an investment in an equity security in accordance with ASC 320. The Preferred Shares are convertible at any time after the date of issuance, automatically upon a payment default, an IPO, or the written consent of the holders of a majority of the Preferred Shares. The conversion price is subject to traditional anti-dilution adjustments. The Company will account for its investment in Cannasoul’s Preferred Shares under the equity method of accounting as it was determined the Company has significant influence over Cannasoul based on its board representation and other veto rights per ASC 323-10-15-6 to 8. The Company has elected to record the equity in earnings of the equity method investment on a three-month lag which is recognized in other comprehensive income. As a result, the Company has not recorded a gain or loss on its equity method investment during the year ended December 31, 2023. The Initial Convertible Note receivable is not traded in active markets and the fair value was determined using a probability weighted scenario-based model. The Initial Convertible Note receivable is accounted for as an available-for-sale debt security based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset (i.e., implied market rate, risk free rate, share price, and probability of scenarios). Holding gains and losses are recorded in other comprehensive income. Below is a summary of activity for the Initial Convertible Note as of December 31, 2023: Balance of Initial Convertible Note as of January 1, 2023 $ — Issued 1,437,598 Change in fair value 902 Balance of Initial Convertible Note as of December 31, 2023 $ 1,438,500 During the first quarter of 2024, the Company purchased an additional $500,000 in Milestone Convertible Notes based upon Cannasoul meeting certain operating and financial milestones as noted above. 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 amended and restated on February 4, 2015 (the “CRE License Agreement”). Pursuant to the CRE License Agreement, CRE and NRV II provide research services and have 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 entered into during the years ended December 31, 2023 and 2022, respectively, or during the nine months ended September 30, 2023. 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. |
Related Party Transactions_
Related Party Transactions: | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions: | |
Related Party Transactions: | Note 4 – Related Party Transactions: Related Party 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, 2023 and 2022, $120,000 is reflected in the Company’s statements of operations, respectively, pursuant to the Consulting Agreement. |
Other Commitments_
Other Commitments: | 12 Months Ended |
Dec. 31, 2023 | |
Other Commitments: | |
Other Commitments: | Note 5 – Other Commitments: 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 ongoing 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”). 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 which was subsequently canceled with no charges incurred by the Company. In addition, on September 11, 2023, the Company signed an additional agreement with WCT to assist with documenting the trial results totaling approximately $300,000. The updated total estimated budget for the current trial services, including pass-through costs, was approximately $11.3 million. As noted below, Neurotrope was granted a $2.7 million award from the National Institutes of Health, which award was used to support the Phase 2 Study, resulting in an estimated net budgeted cost of the Phase 2 Study to Neurotrope of $9.3 million. Synaptogenix may terminate the 2020 Services Agreement without cause upon 60 days prior written notice. 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 $8.3 million. The NIH grant provided for funds in the first year, which began in April 2020, of approximately $1.0 million and funding in year two, which began April 2021, of approximately $1.7 million. As of February 22, 2022, virtually all the NIH grant had been received and offset against the clinical trial costs. The Company incurred approximately $11.2 million of cumulative expenses associated with the current Phase 2 clinical trial as of December 31, 2023. Of the total $11.2 million incurred for the trial as of December 31, 2023, approximately $560,000 and $3.4 million is reflected in the statement of comprehensive loss for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, $0 of WCT prepayments are included as a prepaid expense and other current assets in the Company’s balance sheet. In addition, approximately $343,000 is included in accounts payable and accrued expenses. On May 12, 2022, the Company entered into a services agreement with WCT (the “2022 Services Agreement”). The 2022 Services Agreement relates to services for a Phase 2 “open label,” dose ranging study, clinical trial assessing the safety, tolerability and efficacy of Bryostatin-1 administered via infusion in the treatment of moderately severe to severe AD subjects not receiving memantine treatment (the “2022 Study”). Pursuant to the terms of the 2022 Services Agreement, WCT provided services to enroll approximately 12 2022 Study subjects. The first 2022 Study site was initiated during the third quarter of 2022. The total estimated budget for the services, including pass-through costs, is currently approximately $2.0 million. The Company terminated the 2022 Services Agreement in December 2022. The Company incurred approximately $1.6 million of cumulative expenses associated with the current 2022 Study as of December 31, 2023. Of the total $1.6 million incurred for the trial as of December 31, 2023, $0 and approximately $1.4 million is reflected in the statement of comprehensive loss for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, $0 of WCT 2022 Study prepayments is included as a prepaid expense and other current assets in the Company’s balance sheet and approximately $22,000 is included in accounts payable and accrued expenses. Other Consulting Agreements 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. Effective as of January 1, 2022, the Company entered into an additional amended consulting agreement with Katalyst reducing the cash payment to $10,000 per month beginning February 1, 2022 through December 31, 2022 and eliminating any further warrant issuances. 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. For the years ended December 31, 2023, $0 is reflected in the Company’s statements of comprehensive loss, and for the year ended December 31, 2022, $171,283 is reflected in the Company’s statements of comprehensive loss, respectively. The Company uses the Black Scholes valuation method to value its warrant issuances to Katalyst. All warrants assume a weighted average risk - free rate of 1.02%, weighted average implied volatility of 121.5% 0% dividend rate, have a term of five years and are expensed at fair value upon issuance. The Company terminated the Katalyst Agreement in December 2022. Effective as of January 1, 2021, the Company entered into an amended consulting agreement with GP Nurmenkari, Inc. (“GPN”) (the “GPN Agreement”) 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 warrants issued for each three-month period beginning July 1, 2021 to 5,800, with the last issuance on October 1, 2021. Effective as of January 1, 2022, the Company entered into an additional amended consulting agreement with GPN reducing the cash payment to $10,000 per month beginning February 1, 2022 through December 31, 2022 and eliminating any further warrant issuances. 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. For the year ended December 31, 2023, $0 is reflected in the Company’s statements of comprehensive loss, and for the comparable periods in 2022, $180,320 is reflected in the Company’s statements of comprehensive loss, respectively. The Company uses the Black Scholes method to value its warrant issuances to GPN. All warrants assume a 0% dividend rate, a weighted average risk - free rate of 1.02%, a weighted average implied volatility of 121.5%, have a term of five years and are expensed at fair value upon issuance. The Company terminated the GPN Agreement in December 2022. Effective as of July 7, 2022, the Company entered into a three-month agreement (the “Initial Term”) with Sherwood Ventures LLC (“Sherwood”) pursuant to which Sherwood agreed to provide investor relations consulting services to the Company. Under the terms of the agreement with Sherwood, the Company pays $30,000 per month, with an aggregate of $90,000 for the first three months paid on July 7, 2022. Additionally, the Company issued 30,303 shares of restricted Common Stock valued at $150,000 and warrants to purchase 15,459 shares of Common Stock with an exercise price of $13.26 per share. The Company used the Black Scholes valuation method to determine fair value assuming the following: a 0% dividend rate, implied volatility of 112.75%, a risk-free rate of 3.05% and have a fair value of $75,000. The warrants are exercisable for a period of five years from the date of issuance and are expensed when issued. This agreement automatically renews for successive one-month periods (the “Renewal Term”) immediately following the Initial Term until written notice of termination is provided by either party at least five business days prior to the end of the Initial Term or Renewal Term. The Company has entered in the first Renewal Term as of October 7, 2022. As compensation for each Renewal Term, the Company will pay Sherwood $30,000 per month, $50,000 of restricted common stock valued as of the Renewal Term date, and warrants to purchase shares of common stock valued, using the Black Scholes valuation model, at $25,000, with an exercise price equal to 100% of the closing price of the Common Stock on the date of the Renewal Term. As of December 31, 2022, the Company reflected a total of approximately $491,000 as compensation to Sherwood. During October 2022, the Company paid Sherwood $30,000 and issued to Sherwood 6,878 shares of restricted Common Stock valued at $50,000 and were expensed when issued, and warrants to purchase 4,659 shares of Common Stock, with an exercise price of $14.54 per share. The Company used the Black Scholes valuation method to determine fair value assuming the following: implied volatility of 112.75%, a risk-free interest rate of 4.14%, a term of five years and have a fair value of $25,000. During November 2022, the Company paid Sherwood $30,000 and issued to Sherwood 7,092 shares of restricted Common Stock valued at $50,000 and were expensed when issued, and warrants to purchase 4,795 shares of Common Stock, with an exercise price of $14.10 per share. The Company used the Black Scholes valuation method to determine fair value assuming the following: implied volatility of 112.75%, a risk-free interest rate of 4.39% and have a fair value of $25,000. The warrants are exercisable for a period of five years from the date of issuance and are expensed when issued. The Company terminated the Sherwood agreement in December 2022. 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 receives an 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 12,575 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 Company used the Black Scholes valuation method to determine the fair value of the options assuming the following: implied volatility of 129.94%, a risk free interest rate of 0.48% and have a fair value of $106,759. The options are exercisable for a period of ten years from the date of issuance and were expensed over the one-year vesting period from the date of issuance. 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. Dr. Tuchman’s agreement was previously extended until December 7, 2022. On August 4, 2022, the Company entered into an amendment to the Offer Letter to extend the term of Dr. Tuchman’s employment through June 7, 2023, and such term shall be extended for an additional six months upon Dr. Tuchman’s written notice to the Company at least 30 days prior to June 7, 2023. Pursuant to the Amendment, if Dr. Tuchman is terminated without cause, Dr. Tuchman shall be entitled to severance equal to six months of Dr. Tuchman’s annual base salary. Effective June 7, 2023, the Company entered into an additional amendment to the Offer Letter to extend the term of Dr. Tuchman’s employment through June 7, 2024, with automatic monthly renewals thereafter unless earlier terminated in accordance with the terms of the Second Amendment. 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, 2023 | |
Stockholders' Equity: | |
Stockholders' Equity: | Note 6 – Stockholders’ Equity: 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. November 2022 Private Placement On November 17, 2022, the Company entered into a Securities Purchase Agreement (as amended on May 11, 2023, the “November Purchase Agreement”) with certain accredited investors (the “November Investors”), pursuant to which it agreed to sell to the November Investors (i) an aggregate of 15,000 shares of the Company’s newly-designated Series B convertible preferred stock with a stated value of $1,000 per share (the “Series B Preferred Stock”), initially convertible into up to 1,935,485 shares of Common Stock at a conversion price of $7.75 per share (the “Series B Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 1,935,485 shares of Common Stock (the “November Warrants”) (collectively, the “November Private Placement”). The terms of the Series B Preferred Stock are as set forth in the Certificate of Designations for the Series B Preferred Stock (as amended on March 17, 2023, May 12, 2023 and September 22, 2023, the “Certificate of Designations”). The Series B Preferred Stock will be convertible into Series B Preferred Shares at the election of the holder at any time at an initial conversion price of $7.75 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company will be required to redeem the Series B Preferred Stock in 15 equal monthly installments, commencing on June 1, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of Common Stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 15% discount to the average of the three lowest closing prices of the Common Stock during the thirty On March 17, 2023, the Company filed an amendment (the “First CoD Amendment”) to the Certificate of Designations with the Secretary of State for the State of Delaware, pursuant to which it amended the terms of the Series B Preferred Stock by revising the definition of “floor price” for purposes of calculating amortization payments, extending the date for the first required amortization payments, extending the deadline for stockholder approval and extending the maturity date to August 31, 2024. On May 12, 2023, the Company filed an amendment (the “Second CoD Amendment”) to the Certificate of Designations with the Secretary of State for the State of Delaware, pursuant to which the Company amended the terms of the Series B Preferred Stock by removing all references to the “Make-Whole Amount”. In connection with the Second CoD Amendment, on May 11, 2023, the Company entered into an amendment to the November Purchase Agreement pursuant to which it agreed to extend the investors’ right of participation in a subsequent financing until the one year anniversary following the later of (x) such time that the Preferred Shares are no longer outstanding and (y) the maturity date of the Series B Preferred Stock. On September 22, 2023, the Company filed an amendment (the “Third CoD Amendment”) to the Certificate of Designations with the Secretary of State for the State of Delaware, pursuant to which the Company amended the terms of the Series B Preferred Stock by providing that the Company and November Investors shall be permitted to mutually agree, in connection with any waiver of an Equity Conditions Failure (as defined in the Certificate of Designations), as to (i) whether the monthly amortization payments made to the Investors will be made in cash or shares of common stock, (ii) the methodology for calculating any applicable true-up shares required to be paid in connection with an amortization payment (including whether such true-up shares will be paid in cash or shares of common stock) and for calculating the conversion price in connection with any accelerated conversions, and (iii) whether any premium will apply in connection with any payment of true-up shares in cash instead of shares of common stock, subject to certain limitations as set forth in the Third CoD Amendment. The holders of the Series B Preferred Stock will be entitled to dividends of 7% per annum, compounded monthly, which will be payable in cash or shares of Common Stock at the Company’s option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Series B Preferred Stock will accrue dividends at the rate of 15% per annum. The holders of Series B Preferred Stock have no voting rights on account of the Series B Preferred Stock, other than with respect to certain matters affecting the rights of the Series B Preferred Stock. Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments using shares of Common Stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of Common Stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company agreed to seek stockholder approval of these matters at a meeting to be held no later than June 1, 2023, and such approval was obtained at the Company’s special meeting of stockholders held on April 14, 2023. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of, or as part of any amortization payment under, the Certificate of Designations or November Warrants. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to the November Registration Rights Agreement (defined below) and the Company’s failure to pay any amounts due to the holders of the Series B Preferred Stock when due. In connection with a Triggering Event, each holder of Series B Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series B Preferred Stock at a premium set forth in the Certificate of Designations. The Company will be subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters. The November Warrants are exercisable for Warrant Shares immediately at an exercise price of $7.75 per share (the “Exercise Price”) and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). There is no established public trading market for the November Warrants and the Company does not intend to list the November Warrants on any national securities exchange or nationally recognized trading system. In connection with the November Purchase Agreement, the Company and the November Investors entered into a Registration Rights Agreement (the “November Registration Rights Agreement”) on November 17, 2022. Under the terms of the November Registration Rights Agreement, the Company agreed to register 200% of the Series B Preferred Shares, the Warrant Shares and the shares of Common stock issuable as amortization payments as well as any shares of Common stock paid as dividends. The Company filed a registration statement for the resale of such securities on December 16, 2022. 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 November Private Placement, pursuant to an Engagement Letter, between the Company and Katalyst Securities LLC (the “November Placement Agent”), the Company paid the November Placement Agent (i) a cash fee equal to 7% of the gross proceeds from any sale of securities in the November Private Placement and (ii) warrants to purchase shares of Common Stock equal to 3% of the number of shares of Common stock that the Series B Preferred Shares are initially convertible into, with an exercise price of $7.75 per share and a five-year term. During the year ended December 31, 2023, we redeemed $9,000,000 of the Series B Preferred Stock and $1,022,149 of accrued dividends through a combination of cash through installment redemption and by issuing 14,647,688 shares of our Common Stock through installment conversions and proportionately relieved $7,366,968 of discount related to the redeemed Series B Preferred Stock. During the year ended December 31, 2023, we recognized a deemed dividend of $1,025,578 related to cash premiums and true-up conversion shares in excess of the pre-amortization installment amounts and issued 2,047,526 shares of our Common Stock in satisfaction of the deemed dividend. As of December 31, 2023, the Company has accrued a liability for installment payments owed to investors in either cash or shares of $3,395,945. Subsequent to December 31, 2023 and as of April 1, 2024, the Company has issued 2,653,148 shares of Common Stock in partial satisfaction of the accrued preferred redemption liability. Accounting Treatment of November 2022 Private Placement Series B Preferred Shares Effective March 17, 2023, the Company filed the First CoD Amendment. The First CoD Amendment modified (i) the definition of Floor Price to mean the lower of (i) $1.25 and (ii) 20% of the “Minimum Price” (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Stockholder Approval (as defined in the Agreement), (ii) the definition of Installment Date to mean June 1, 2023, and thereafter, the first Trading Day of each calendar month immediately following the previous Installment Date until the Maturity Date, and the Maturity Date, and (iii) the definition of Maturity Date to mean August 31, 2023. In accordance with ASC 470-50 and 470-60, the Company has made an accounting policy election to account for amendments of the Series B Preferred Stock as modifications or extinguishments based on the change in fair value of the instrument immediately before and immediately after the amendment. The Company accounted for the First CoD Amendment as an extinguishment as the change in fair value of the Series B Preferred Stock was 34% (greater than ten percent (10%)) immediately before and immediately after. In accordance with ASC 260-10-S99-2, the Company recognized the $5.7 million increase in fair value as a deemed dividend on the statement of comprehensive loss. On May 11, 2023, the Company filed the Second CoD Amendment. The Second CoD Amendment removed the definition of Make-Whole Amount (as was previously defined in the Agreement) and modified the definition of the Conversion Amount so as to remove the Make-Whole Amount from said definition. In accordance with ASC 470-50 and 470-60, the Company accounted for the amendment as a modification as the change in fair value of the Series B Preferred Stock was 0.05% (less than ten percent (10%)) immediately before and immediately after. The Company analogized to the share-based payments model for the appropriate modification accounting and did not recognize a deemed dividend as the fair value decreased upon modification. The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) make-whole interest upon a contingent redemption event, 2) make-whole interest upon a conversion event, 3) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 4) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the statement of comprehensive loss. The Company estimated the $2.2 million fair value of the bifurcated embedded derivative at issuance using a Monte Carlo simulation model, with the following inputs: the fair value of our common stock of $6.52 on the issuance date, estimated equity volatility of 85.0%, estimated traded volume volatility of 255.0%, the time to maturity of 1.61 years, a discounted market interest rate of 7.3%, dividend rate of 7%, a penalty dividend rate of 15.0%, and probability of default of 8.2%. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative. The discount to the fair value is included as a reduction to the carrying value of the Series B Preferred Shares. During 2022, the Company recorded a total discount of approximately $12.3 million upon issuance of the Series B Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of approximately $2.2 million, stock issuance costs of approximately $0.5 million and the fair value of the Warrants of approximately $9.6 million . It was deemed probable that the Series B Preferred Shares will be redeemed for Common Stock upon Installment Redemptions (as defined the Certificate of Designations). As such, the Company recognized approximately $7.4 million to additional paid-in capital to accrete the Series B Preferred Shares to redemption amount pursuant to ASC 480-10-S99-3A with a corresponding increase in the carrying value of the Series B Preferred Shares. During the year ended December 31, 2023 and 2022, the Company recorded a loss of approximately $(0.7) million and a gain of approximately $1.8 million, respectively, related to the change in fair value of the derivative liability which is recorded in other income (expense) on the statements of comprehensive loss. The Company estimated the approximately $1.1 million fair value of the bifurcated embedded derivative at December 31, 2023 using a Monte Carlo simulation model, with the following inputs: the fair value of our Common stock of $0.27 per share on the valuation date, estimated equity volatility of 85%, estimated traded volume volatility of 660%, the time to maturity of 0.67 years, a discounted market interest rate of 5.9%, dividend rate of 7%, a penalty dividend rate of 15.0%, and probability of default of 3.3%. Common Stock Warrants Pursuant to the Private Placement, the Company issued to investors Warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional Warrants with the same terms. The Broker Warrants are within the scope of ASC 718 pursuant to ASC 718-10-20 but are subject to liability classification as they would be required to be classified as liabilities in accordance with ASC 480. The Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The fair value of the Warrants of approximately $9.9 million was estimated at the date of issuance using the Black-Scholes Model with the following weighted average assumptions: dividend yield 0%; expected term of five years; equity volatility of 105%; and a risk-free interest rate of 3.97%. Transaction costs incurred attributable to the issuance of the Warrants of $0.9 million were immediately expensed in accordance with ASC 480. During the years ended December 31, 2023 and 2022, the Company recorded a gain of approximately $1.4 million and $8.4 million, respectively, related to the change in fair value of the warrant liability which is recorded in other income (expense) on the statements of comprehensive loss. The fair value of the Warrants of approximately $0.1 million was estimated at December 31, 2023 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 3.89 years; equity volatility of 115%; and a risk-free interest rate of 3.93%. |
Stock Based Compensation_
Stock Based Compensation: | 12 Months Ended |
Dec. 31, 2023 | |
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. On October 11, 2022, the Company held its annual meeting of stockholders at which the Company’s stockholders approved an amendment to the Company’s 2020 Plan to increase the total number of shares of Common Stock authorized for issuance from 625,000 to an aggregate of 1,375,000 shares. On December 20, 2023, the Company held its annual meeting of stockholders at which time the Company’s stockholders approved an amendment to the Company’s 2020 Plan was amended to increase the total number of shares of Common Stock authorized for issuance from 1,375,000 to an aggregate of 4,375,000 shares. 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. Stock and Option Grants The following is a summary of stock option activity under the stock option plans for the year ended December 31, 2023: Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2023 661,850 $ 7.27 9.5 $ — Options granted 80,000 $ 0.87 9.2 — Less options forfeited — $ — — — Less options expired/cancelled — $ — — — Less options exercised — $ — — — Options outstanding at December 31, 2023 741,850 $ 6.15 8.6 $ — Options exercisable at December 31, 2023 661,850 $ 6.79 8.5 $ — The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.272 for the Company’s common shares on December 31, 2023 and the closing stock price of $1.16 for the Company’s common shares on December 31, 2022. As of December 31, 2023, the Company had unrecognized stock option expense of approximately $14,000 and have a remaining weighted average period for recognition of 0.24 years. On February 16, 2022, pursuant to its 2020 Plan, the Company granted stock options to purchase an aggregate of 6,150 shares of Common Stock to its Chief Executive Officer. The stock options have an exercise price of $7.29 per share and an expiration date that is ten years from the date of issuance. As of February 16, 2023, these stock options are fully vested. The Company used the Black Scholes valuation method to determine the fair value of the options assuming the following: implied volatility of 112.75%, a risk free interest rate of 2.05% and a fair value of $42,108. The options were expensed over the one-year vesting period from date of issuance. On November 15, 2022, pursuant to its 2020 Plan, the Company granted stock options to six Board members, including two officers who are also Board members, and two employees to purchase an aggregate of 531,850 shares of Common Stock. The stock options have an exercise price of $6.07 per share and an expiration date that is ten years from the date of issuance. 50% of the options vest upon issuance with the remaining 50% vesting on May 15, 2023. The Company used the Black Scholes valuation method to determine the fair value of the options assuming the following: implied volatility of 107.05%, a risk-free interest rate of 3.93% and have a fair value of $2,570,328. The options are being expensed 50% at date of issuance and the remaining 50% expensed on a straight line basis over the six-month vesting period from date of issuance. On March 29, 2023, Synaptogenix granted stock options to four Board members to purchase an aggregate of 80,000 shares of common stock. The stock options have an exercise price of $.87 per share and an expiration date of ten years. They vest on the one-year anniversary from the date of the grant. The Company used the Black Scholes valuation method to determine the fair value of the options assuming the following: implied volatility of 123.92%, a risk-free interest rate of 3.66% and have a fair value of $59,763. The options are being expensed over the one-year vesting period from date of issuance. Director’s Compensation Policy On March 29, 2023, Synaptogenix adopted an amended and restated 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 20,000 shares of Synaptogenix’s Common Stock to each of Synaptogenix’s non-employee directors. Such grants shall occur annually on the fifth business day after the filing of Synaptogenix’s Annual Report on Form 10-K, if available under the Plan, 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. Each newly appointed or elected director will also receive 20,000 options, and such options shall vest 50% on the grant date, 25% on the first anniversary of the grant date and 25% on the second anniversary of the grant date, subject to the director’s continued service on the Board of Directors on each vesting date. The Company recorded total expense of $1,009,325 and $1,776,668 relating to the outstanding stock options for the year ended December 31, 2023 and 2022, respectively. 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. On November 30, 2022, one director and one officer forfeited a total of 86,000 RSUs to satisfy the 2020 Plan limitation of total issuances per year to any individual holder. The Company reversed approximately $370,000 of expense resulting from the forfeited RSUs. The RSUs were amended on January 12, 2022, to vest 100% on September 15, 2022 and then further amended on June 20, 2022 to vest 100% on the earlier of release of Phase 2 clinical trial top line data or December 31, 2022. Top line data was announced on December 16, 2022, and so the RSUs vested on such date. As of December 31, 2023 and 2022, 100% of the 411,000 RSUs vested and were exercised. The Company recorded total expense, using straight line method over the vesting period of the RSUs, of $0 and $1,387,855 relating to the RSUs for the years ended December 31, 2023 and 2022, respectively. Restricted Stock Issuances On February 15, 2022, the Company granted 13,775 shares of restricted stock to two consultants that were engaged to provide investor relations services with a total fair market value on date of issuance of $91,429. On March 14, 2022, the Company granted 692 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500. On June 7, 2022, the Company granted 679 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500. On July 8, 2022, the Company granted 30,303 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $150,000 and warrants to purchase 15,459 shares of Common Stock with an exercise price of $13.26 per share for a period of five years from the date of issuance. The Company used the Black Scholes valuation method to determine fair value assuming the following: implied volatility of 112.75%, a risk-free interest rate of 3.05% and a fair value of $75,000. The warrants are expensed over the three-month term of the consulting agreement. On September 8, 2022, the Company issued 540 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500. All stock issuances are expensed upon issuance. On October 8, 2022, the Company issued 6,878 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $50,000 and warrants to purchase 4,659 shares of Common Stock with an exercise price of $14.54 per share for a period of five years from the date of issuance. The Company used the Black Scholes valuation method to determine fair value assuming the following: implied volatility of 112.75%, a risk-free interest rate of 4.14%, a fair value of $25,000 and are expensed upon issuance. During November 2022, the Company issued to a consultant that was engaged to provide investor relations services 7,092 shares of restricted Common Stock valued at $50,000 and were expensed when issued, and warrants to purchase 4,795 shares of Common Stock, with an exercise price of $14.10 per share. The Company used the Black Scholes valuation method to determine fair value assuming the following: implied volatility of 112.75%, a risk-free interest rate of 4.39% and a fair value of $25,000. The warrants are expensed when issued. On December 7, 2022, the Company issued 893 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,501, expensed upon issuance. On January 5, 2023, the Company issued 88,339 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $100,000. On March 22, 2023, the Company issued 4,500 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500, expensed upon issuance. On June 7, 2023, the Company issued 5,409 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500, expensed upon issuance. On September 7, 2023, the Company issued 11,152 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500, expensed upon issuance. On December 11, 2023, the Company issued 18,000 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $4,500, expensed upon issuance. On January 8, 2024, the Company issued 366,032 shares of restricted stock to a consultant that was engaged to provide investor relations services with a total fair market value on date of issuance of $100,000, expensed upon issuance. Stock Compensation Expense Total stock-based compensation for the year ended December 31, 2023 was $1,009,325, of which $149,589 was classified as research and development expense and $859,736 was classified as general and administrative expense. Total stock-based compensation for the year ended December 31, 2022 was $3,743,963, of which $475,271 was classified as research and development expense and $3,268,692 was classified as general and administrative expense. The Company currently estimates, beginning at the closing date of the November 2022 private placement on November 21, 2022, implied volatility factor for all options and warrants based upon a blend of the Parent Company’s and Company historical volatility. Up until November 21, 2022, the Company computed implied volatility based upon a blend of the Parent Company’s and Company historical volatility along with the volatility of selected comparable publicly traded companies as, at that time, the Company lacks sufficient historical stock trading activity. It incorporated the historical volatility of the Parent company as the Parent company’s historical volatility provides a good estimation of the Company’s volatility since its operations were identical to the Company’s prior to the spin-out. |
Common Stock Warrants_
Common Stock Warrants: | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants: | |
Common Stock Warrants: | Note 8 – Common Stock Warrants: Outstanding Warrants As of December 31, 2023, the Company had warrants outstanding consisted of the following: Number of shares Warrants outstanding January 1,2022 6,265,525 Warrants issued 2,028,762 Warrants expired (1,049,368) Warrants exercised (65,000) Warrants outstanding December 31, 2022 7,179,919 Warrants issued — Warrants expired — Warrants exercised — Warrants outstanding December 31, 2022 7,179,919 On January 3, 2022, pursuant to its advisory agreements, the Company issued warrants to purchase 10,300 shares of Common Stock, with an exercise price of $8.96 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, 2022. 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; weighted average implied volatility of 111.8%; and a weighted average risk-free interest rate of 2.38%. The total expense recorded during the year period was approximately $147,000. On November 22, 2022, pursuant to the November 2022 Private Placement (See Note 6 above), the Company issued warrants to purchase 1,993,485 shares of Common Stock, immediately with at an exercise price of $7.75 per share and expire five years from the date of issuance. The Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Exercise Price (subject to certain exceptions). The fair value of the warrants was estimated at the date of issuance using the Black-Scholes valuation model with the following weighted average assumptions: Dividend yield 0%, Expected term five years; weighted average implied volatility of 105% and a weighted average Risk-free interest rate of 3.97%. The total value recorded during the year period, classified as a liability on the Company’s balance sheet in November 2022, is approximately $9.6 million. As of December 31, 2023 and 2022, the liability is approximately $9.9 million and $1.4 million, respectively. As of December 31, 2023, the weighted average exercise price and the weighted average remaining life of the total warrants was $11.79 per warrant and 2.7 years, respectively. The intrinsic value of the warrants as of December 31, 2023 was approximately $37,000. During the year ended December 31, 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 $553,150. No warrants were exercised during the year ended December 31, 2023. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 - Fair Value Measurements Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the years ended December 31, 2023 and 2022. The carrying amounts of cash equivalents, accounts receivable, other current assets, other assets, accounts payable, and accrued expenses approximated their fair values as of December 31, 2023 and 2022 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of our common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and our probability of default. The fair value of the warrant liability was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield of 0% and 0%; expected term in years of 3.89 and 4.89; equity volatility of 115% and 125%; and risk-free interest rate of 3.93% and 4.00% for the years ended December 31, 2023 and 2022, respectively. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivatives represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31 December 31 Description: Level 2023 2022 Assets: Convertible note receivable (Note 3) 3 $ 1,438,500 — Liabilities: Warrant liability (Note 6) 3 $ 140,000 $ 1,510,000 Bifurcated embedded derivative liability (Note 6) 3 $ 1,113,000 $ 369,400 The following table sets forth a summary of the change in the fair value of the warrant liability that is measured at fair value on a recurring basis: December 31, 2023 Balance on December 31, 2021 $ — Issuance of warrants 9,915,000 Change in fair value of warrant liability (8,405,000) Balance on December 31, 2022 1,510,000 Issuance of warrants — Change in fair value of warrant liability (1,370,000) Balance on December 31, 2023 $ 140,000 The following table sets forth a summary of the change in the fair value of the bifurcated embedded derivative liability that is measured at fair value on a recurring basis: December 31, 2023 Balance on December 31, 2021 $ — Issuance of warrants 2,191,300 Change in fair value of warrant liability (1,821,900) Balance on December 31, 2022 $ 369,400 Change in fair value of bifurcated embedded derivative 743,600 Balance on December 31, 2023 $ 1,113,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events | |
Subsequent Events | Note 10 – Subsequent Events Refer to Notes 6 and 7 for disclosure of applicable subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies: (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies: | |
Basis of Presentation: | Basis of Presentation: The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company is an emerging growth company as the term is used in The Jumpstart Our Business Startups Act, enacted on April 5, 2012 and has elected to comply with certain reduced public company reporting requirements, however, the Company may adopt accounting standards based on the effective dates for public entities. |
Use of Estimates: | Use of Estimates: The preparation of financial statements in conformity with US 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. |
Comprehensive Income (Loss) | Comprehensive Income (Loss): The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standareds Codification (“ASC 220”) in reporting comprehensive income (loss). Comprehensive income (loss) is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income (loss). Since the Company has items of other comprehensive income (loss), comprehensive income has been reflected in the Company’s financial statements. |
Net Earnings or Loss per Share: | Net Earnings or Loss per Share: Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net earnings or loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of December 31, 2023 and 2022, diluted net loss per share is the same as basic net loss per share for the years ended December 31, 2023 and 2022. The dilutive securities that have been excluded from the calculation of diluted net loss per share for the years ended December 31, 2023 and 2022 respectively, because to do so would be anti-dilutive (in common equivalent shares), are as follows: December 31, 2023 December 31, 2022 Common stock warrants 7,179,919 7,179,919 Common stock options 722,562 661,850 Convertible Preferred Stock 1,212,380 1,946,796 Total 9,114,861 8,372,426 |
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, 2023, the Company’s cash balances that exceed the current insured amounts under the Federal Deposit Insurance Corporation (“FDIC”) were approximately $2.1 million. In addition, approximately $26.6 million included in cash and cash equivalents were invested in a money market fund, which is not insured under the FDIC. |
Investment in Debt Securities | Investment in Debt Securities The Company’s convertible note receivable was determined to be an available-for-sale debt security under Accounting Standards Codification (“ASC”) 320, Investments, |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: The carrying amounts reflected in the balance sheets for payables approximate fair value due to the short maturities of these instruments. The carrying amounts for warrant liability and derivative liability approximate fair value based on level 3 of the fair value hierarchy. Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable markets. Level 3 — Unobservable inputs which are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Assumptions used in the valuation of the Level 3 assets include time to expiration, discount rate, risk-free rate, volatility and probability of default. |
Fixed Assets and Leases: | Fixed Assets and Leases: The Company has two leases, both of which have a term of one year during the respective reporting periods. The Company has deemed the leases 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 these leases is approximately $64,000 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 below, for Worldwide Clinical Trials, Inc. (“WCT”) and The Cleveland Clinic Foundation (“Cleveland Clinic”), at December 31, 2023 and December 31, 2022. |
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 for accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has determined 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. The Company had federal operating loss carryforwards for income tax purposes of approximately $94.8 million for the period from October 31, 2012 (inception) through December 31, 2023. The net operating loss carryforwards resulted in Federal and state deferred tax assets of approximately $26.6 million at December 31, 2023. 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. However, the deferred tax asset is offset by a full valuation allowance. The Company may be subject to significant U.S. federal income tax-related liabilities with respect to 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 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 Internal Revenue Code of 1986 (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, 2023 and as of the date of financial statement issuance date, the Company does not have any indemnification liabilities. Under Section 382 of the Code, 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 may be 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. A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows: For the year ended December 31, 2023 2022 Loss from continuing operations before taxes on income $ (6,038,504) $ (5,573,957) Tax rate 21 % 21 % Computed “expected” tax benefit (1,268,086) (1,170,531) State taxes, net of federal income tax benefit (341,003) (717,819) Change in fair value of warrant and derivative liabilities (126,475) (1,765,050) Change in valuation allowance 3,892,572 4,447,310 Other adjustments 6,115 — Return to provision (2,163,122) (793,910) Income tax expense (benefit) attributable to continuing operations $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2022 and 2023 are as follows: For the year ended December 31, 2023 2022 Net operating loss carryforward 26,635,550 23,492,415 Stock-based compensation 1,978,436 1,838,861 Derivative liability — (475,918) Depreciation 16 — Capitalized research costs 1,621,646 1,487,718 Net deferred income tax assets 30,235,648 26,343,076 Less: Valuation Allowance (30,235,648) (26,343,076) Net deferred income tax assets — — A provision enacted in the Tax Cuts and Jobs Act of 2017 (“TCJA”) related to the capitalization for tax purposes of research and experimental expenditures became effective January 1, 2022. This provision requires the Company to capitalize research and experimental expenditures and amortize them on the U.S. tax return over five or fifteen years, depending upon where the research is conducted. This provision is not expected to have a material impact on the Company’s calendar year 2023 effective tax rate on a net basis or the Company’s cash paid for taxes due to the Company’s net operating loss position. |
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 years ended December 31, 2023 and 2022 of $0 for both periods. 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 has adopted ASU 2020-06 as of January 1, 2022. In June 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, as modified by FASB ASU No. 2019-10 and other subsequently issued related ASUs. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. The amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted this new guidance effective January 1, 2023 utilizing the modified retrospective transition method. The adoption of this standard did not have a material impact on the Company’s financial statements, but did change how the allowance for credit losses is determined. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Summary of Significant Accounting Policies: | |
Schedule of anti-dilutive securities excluded from calculation | December 31, 2023 December 31, 2022 Common stock warrants 7,179,919 7,179,919 Common stock options 722,562 661,850 Convertible Preferred Stock 1,212,380 1,946,796 Total 9,114,861 8,372,426 |
Schedule of reconciliation of statutory income tax rate to the Company's effective income tax rate | For the year ended December 31, 2023 2022 Loss from continuing operations before taxes on income $ (6,038,504) $ (5,573,957) Tax rate 21 % 21 % Computed “expected” tax benefit (1,268,086) (1,170,531) State taxes, net of federal income tax benefit (341,003) (717,819) Change in fair value of warrant and derivative liabilities (126,475) (1,765,050) Change in valuation allowance 3,892,572 4,447,310 Other adjustments 6,115 — Return to provision (2,163,122) (793,910) Income tax expense (benefit) attributable to continuing operations $ — $ — |
Schedule of significant components of the Company's deferred tax assets and liabilities | For the year ended December 31, 2023 2022 Net operating loss carryforward 26,635,550 23,492,415 Stock-based compensation 1,978,436 1,838,861 Derivative liability — (475,918) Depreciation 16 — Capitalized research costs 1,621,646 1,487,718 Net deferred income tax assets 30,235,648 26,343,076 Less: Valuation Allowance (30,235,648) (26,343,076) Net deferred income tax assets — — |
Collaborative Agreements and _2
Collaborative Agreements and Commitments: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Collaborative Agreements and Commitments: | |
Summary of activity for the Initial Convertible Note | Below is a summary of activity for the Initial Convertible Note as of December 31, 2023: Balance of Initial Convertible Note as of January 1, 2023 $ — Issued 1,437,598 Change in fair value 902 Balance of Initial Convertible Note as of December 31, 2023 $ 1,438,500 |
Stock Based Compensation_ (Tabl
Stock Based Compensation: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Based Compensation: | |
Summary of stock option activity under the stock option plans | Weighted- Average Aggregate Weighted- Remaining Intrinsic Number Average Contractual Value of Exercise Term (in Shares Price (Years) millions) Options outstanding at January 1, 2023 661,850 $ 7.27 9.5 $ — Options granted 80,000 $ 0.87 9.2 — Less options forfeited — $ — — — Less options expired/cancelled — $ — — — Less options exercised — $ — — — Options outstanding at December 31, 2023 741,850 $ 6.15 8.6 $ — Options exercisable at December 31, 2023 661,850 $ 6.79 8.5 $ — |
Common Stock Warrants_ (Tables)
Common Stock Warrants: (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Common Stock Warrants: | |
Schedule of warrants outstanding | Number of shares Warrants outstanding January 1,2022 6,265,525 Warrants issued 2,028,762 Warrants expired (1,049,368) Warrants exercised (65,000) Warrants outstanding December 31, 2022 7,179,919 Warrants issued — Warrants expired — Warrants exercised — Warrants outstanding December 31, 2022 7,179,919 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of liabilities that are measured at fair value on a recurring basis | December 31 December 31 Description: Level 2023 2022 Assets: Convertible note receivable (Note 3) 3 $ 1,438,500 — Liabilities: Warrant liability (Note 6) 3 $ 140,000 $ 1,510,000 Bifurcated embedded derivative liability (Note 6) 3 $ 1,113,000 $ 369,400 |
Summary of the change in the fair value of the liabilities that is measured at fair value on a recurring basis | December 31, 2023 Balance on December 31, 2021 $ — Issuance of warrants 9,915,000 Change in fair value of warrant liability (8,405,000) Balance on December 31, 2022 1,510,000 Issuance of warrants — Change in fair value of warrant liability (1,370,000) Balance on December 31, 2023 $ 140,000 December 31, 2023 Balance on December 31, 2021 $ — Issuance of warrants 2,191,300 Change in fair value of warrant liability (1,821,900) Balance on December 31, 2022 $ 369,400 Change in fair value of bifurcated embedded derivative 743,600 Balance on December 31, 2023 $ 1,113,000 |
Organization, Business, Risks_2
Organization, Business, Risks and Uncertainties: (Details) | Dec. 31, 2023 USD ($) $ / shares | Apr. 24, 2023 D $ / shares | Dec. 31, 2022 USD ($) $ / shares |
Organization, Business, Risks and Uncertainties: | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Cash and cash equivalents | $ | $ 28,661,498 | $ 37,478,480 | |
Cash and cash equivalents expected amount at financial reporting date | $ | $ 26,300,000 | ||
Number of preceding consecutive business failed to maintain minimum closing bid price | D | 30 | ||
Minimum closing bid price failed to be maintained in the preceding 30 consecutive business days | $ / shares | $ 1 | ||
Number of calendar days given as grace period to attain minimum bid price requirement | D | 180 | ||
Stock price to be maintained for minimum 10 consecutive business days in the grace period to achieve compliance | $ / shares | $ 1 | ||
Number of minimum nonconsecutive business days in the grace period to maintain the bid price requirement to achieve compliance | D | 10 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies: (Details) - USD ($) | 12 Months Ended | |||
Jul. 23, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2022 | |
Summary Of Significant Accounting Policies: | ||||
Cash balance of insured FDIC amount | $ 2,100,000 | |||
Cash balance of uninsured amount | $ 26,600,000 | |||
Lease term | 1 year | |||
Total future expense relating to the leases | $ 64,000 | |||
Capitalized research and development services | 0 | $ 0 | ||
Net operating loss carryforwards | 94,800,000 | |||
Grants Receivable | 0 | 0 | ||
Net operating loss carryforward | $ 26,635,550 | $ 23,492,415 | ||
Maximum | ||||
Summary Of Significant Accounting Policies: | ||||
Estimated useful life (years) | 10 years | |||
Minimum | ||||
Summary Of Significant Accounting Policies: | ||||
Estimated useful life (years) | 3 years | |||
National Institutes of Health | 2020 Services Agreement | ||||
Summary Of Significant Accounting Policies: | ||||
Funding received in first year | $ 2,600,000 | |||
Funding receivable in second year | $ 100,000 | |||
Amount of award received | $ 2,700,000 | $ 2,700,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies: - Anti-dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies: | ||
Antidilutive securities | 9,114,861 | 8,372,426 |
Employee Stock Option | ||
Summary of Significant Accounting Policies: | ||
Antidilutive securities | 722,562 | 661,850 |
Convertible Preferred Stock | ||
Summary of Significant Accounting Policies: | ||
Antidilutive securities | 1,212,380 | 1,946,796 |
Common stock warrants | ||
Summary of Significant Accounting Policies: | ||
Antidilutive securities | 7,179,919 | 7,179,919 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies: - Reconciliation of statutory income tax rate to effective income tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies: | ||
Loss from continuing operations before taxes on income | $ (6,038,504) | $ (5,573,957) |
Tax rate | 21% | 21% |
Computed "expected" tax benefit | $ (1,268,086) | $ (1,170,531) |
State taxes, net of federal income tax benefit | (341,003) | (717,819) |
Change in fair value of warrant and derivative liabilities | (126,475) | (1,765,050) |
Change in valuation allowance | 3,892,572 | 4,447,310 |
Other adjustments | 6,115 | |
Return to provision | $ (2,163,122) | $ (793,910) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies: - Significant components of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Significant components of the Company's deferred tax assets and liabilities | ||
Net operating loss carryforward | $ 26,635,550 | $ 23,492,415 |
Stock-based compensation | 1,978,436 | 1,838,861 |
Derivative liability | (475,918) | |
Depreciation | 16 | |
Capitalized research costs | 1,621,646 | 1,487,718 |
Net deferred income tax assets | 30,235,648 | 26,343,076 |
Less: Valuation Allowance | $ (30,235,648) | $ (26,343,076) |
Collaborative Agreements and _3
Collaborative Agreements and Commitments: (Details) | 3 Months Ended | 12 Months Ended | |||||||
Apr. 01, 2024 shares | Oct. 31, 2023 USD ($) item $ / shares shares | Feb. 23, 2022 USD ($) | Aug. 05, 2021 USD ($) | Jan. 19, 2017 USD ($) | Jul. 14, 2014 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) agreement | Dec. 31, 2022 agreement | |
Collaborative Agreements and Commitments: | |||||||||
Accrued liability for installment payment | $ 3,395,945 | ||||||||
Purchase of strategic investment | 562,402 | ||||||||
Purchase of Convertible Notes | $ 1,437,598 | ||||||||
Subsequent Event | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Common stock | shares | 2,653,148 | ||||||||
Stanford License Agreements | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Royalty payment percentage | 3% | ||||||||
Milestone payments made | $ 3,700,000 | ||||||||
Payments for royalties | $ 0 | 0 | |||||||
Annual license maintenance fee | 10,000 | ||||||||
Commitment to pay additional fee | 2,100,000 | ||||||||
Estimated cost | 1,500,000 | ||||||||
Mt. Sinai License Agreement | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Milestone payments made | 0 | ||||||||
Payments for royalties | 0 | ||||||||
Additional milestone payments | $ 1,500,000 | ||||||||
Total services fees | 200,000 | ||||||||
Licensing fees | 125,000 | ||||||||
Development costs and patent fees | 75,000 | ||||||||
Payable of milestone payments | $ 2,000,000 | ||||||||
Mt. Sinai License Agreement | Net sales up to $250 million | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Royalty payment percentage | 2% | ||||||||
Threshold net sales | $ 250,000,000 | ||||||||
Mt. Sinai License Agreement | Net sales over $250 million | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Royalty payment percentage | 3% | ||||||||
Threshold net sales | $ 250,000,000 | ||||||||
Agreements with BryoLogyx | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Payments for royalties | $ 1,000,000 | ||||||||
Percentage of gross revenue | 2% | ||||||||
Other income | $ 0 | ||||||||
Nemours Agreement | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Estimated cost | $ 2,000,000 | ||||||||
Cumulative expenses incurred | $ 100,000 | ||||||||
Cleveland Clinic | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Estimated cost | $ 2,000,000 | ||||||||
Prepayment clinical trial expenses | $ 375,000 | ||||||||
Cognitive Research Enterprises, Inc | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Number of statements of work agreements entered | agreement | 0 | 0 | |||||||
Convertible Note | Strategic Investment in Debt and Equity Securities of Cannasoul | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Number of shares acquired | shares | 12,737 | ||||||||
Percentage of issued and outstanding share capital | 5% | ||||||||
Price per share acquired in an equity method investment | $ / shares | $ 44.1550 | ||||||||
Purchase of strategic investment | $ 562,402 | ||||||||
Purchase of Convertible Notes | $ 1,437,598 | ||||||||
Number of equity instruments | shares | 32,648 | ||||||||
Purchase of maximum number of notes | item | 4 | ||||||||
Maximum amount of investment in aggregate notes receivable | $ 2,000,000 | ||||||||
Maximum amount of investment in each notes receivable | $ 500,000 | ||||||||
Right to appoint and dismiss number of members in board of directors | item | 3 | ||||||||
Number of members in board of directors | item | 7 | ||||||||
Convertible Note | Strategic Investment in Debt and Equity Securities of Cannasoul | Subsequent Event | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Purchase of Convertible Notes | $ 500,000 | ||||||||
License | Stanford License Agreements | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Aggregate amount paid | $ 70,000 | ||||||||
Minimum | Stanford License Agreements | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Royalty payment percentage | 1.50% | ||||||||
Maximum | Stanford License Agreements | |||||||||
Collaborative Agreements and Commitments: | |||||||||
Royalty payment percentage | 4.50% |
Collaborative Agreements and _4
Collaborative Agreements and Commitments: - Summary of activity for the Notes (Details) - Convertible Note - Strategic Investment in Debt and Equity Securities of Cannasoul | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Collaborative Agreements and Commitments: | |
Balance of Initial Convertible Note | $ 0 |
Issued | 1,437,598 |
Change in fair value | 902 |
Balance of Initial Convertible Note | $ 1,438,500 |
Related Party Transactions_ (De
Related Party Transactions: (Details) - Consulting Agreement with SM Capital Management, LLC - USD ($) | 12 Months Ended | ||
Aug. 04, 2016 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions: | |||
Contract payments, term | 1 year | ||
Annual consulting fee | $ 120,000 | ||
Monthly installment of annual consulting fee | $ 10,000 | ||
Consultancy fees | $ 120,000 | $ 120,000 |
Other Commitments_ (Details)
Other Commitments: (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Oct. 07, 2022 USD ($) | Aug. 04, 2022 | Jul. 07, 2022 USD ($) D $ / shares shares | May 12, 2022 item | Feb. 10, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 07, 2021 USD ($) | Jul. 01, 2021 USD ($) $ / shares shares | Jan. 01, 2021 USD ($) Y | Dec. 07, 2020 USD ($) | Jul. 23, 2020 USD ($) | Aug. 04, 2016 USD ($) | Nov. 30, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) shares | Apr. 30, 2020 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Sep. 11, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jan. 22, 2022 USD ($) | Jan. 03, 2022 $ / shares shares | Oct. 31, 2021 $ / shares shares | Oct. 01, 2021 $ / shares shares | Apr. 30, 2021 USD ($) | Apr. 01, 2021 $ / shares shares | Feb. 16, 2021 $ / shares shares | Jan. 31, 2021 | |
Other Commitments: | ||||||||||||||||||||||||||||
Clinical trial expenses | $ 1,974,924 | $ 6,324,928 | ||||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 11.79 | |||||||||||||||||||||||||||
Options exercisable period | 8 years 6 months | |||||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 10,000 | $ 20,000 | ||||||||||||||||||||||||||
Consultancy fees | $ 0 | 171,283 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 4,500 | 4,500 | 4,500 | 4,500 | 25,000 | |||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | $ 8.69 | $ 9.30 | $ 8.80 | $ 11.46 | |||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC | Dividend Rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC | Weighted average risk-free rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 1.02 | |||||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC | Weighted average implied volatility | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 121.5 | |||||||||||||||||||||||||||
Consulting Agreement with Katalyst Securities LLC | Expected term | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | Y | 5 | |||||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 10,000 | $ 20,000 | $ 12,000 | |||||||||||||||||||||||||
Consultancy fees | 0 | 180,320 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 5,800 | 5,800 | 5,800 | 5,800 | 2,500 | 10,000 | ||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 9.76 | $ 8.69 | $ 9.30 | $ 8.80 | $ 11.46 | |||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc | Dividend Rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc | Weighted average risk-free rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 1.02 | |||||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc | Weighted average implied volatility | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 121.5 | |||||||||||||||||||||||||||
Consulting Agreement with GP Nurmenkari, Inc | Expected term | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | Y | 5 | |||||||||||||||||||||||||||
2020 Services Agreement | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Amount funded against the total trial cost | $ 1,000,000 | $ 300,000 | $ 1,400,000 | |||||||||||||||||||||||||
Total estimated budget for the services | $ 9,300,000 | 11,300,000 | ||||||||||||||||||||||||||
Threshold period of prior written notice to terminate agreement | 60 days | |||||||||||||||||||||||||||
Clinical trial expenses | 560,000 | 3,400,000 | ||||||||||||||||||||||||||
WCT prepayments included as a prepaid expense and other current assets | 0 | |||||||||||||||||||||||||||
WCT payments included in accounts payable | 343,000 | |||||||||||||||||||||||||||
Charges Incurred | $ 0 | |||||||||||||||||||||||||||
2020 Services Agreement | National Institutes of Health | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Total estimated budget for the services | $ 8,300,000 | |||||||||||||||||||||||||||
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 | 11,200,000 | |||||||||||||||||||||||||||
Clinical trial expenses incurred | 11,200,000 | |||||||||||||||||||||||||||
2022 Services Agreement | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Target enrollment of study subjects | item | 12 | |||||||||||||||||||||||||||
Total estimated budget for the services | 2,000,000 | |||||||||||||||||||||||||||
Clinical trial expenses | 0 | 1,400,000 | ||||||||||||||||||||||||||
WCT prepayments included as a prepaid expense and other current assets | 0 | |||||||||||||||||||||||||||
WCT payments included in accounts payable | 22,000 | |||||||||||||||||||||||||||
2022 Services Agreement | National Institutes of Health | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Clinical trial expenses | 1,600,000 | |||||||||||||||||||||||||||
Clinical trial expenses incurred | 1,600,000 | |||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 30,000 | $ 30,000 | ||||||||||||||||||||||||||
Consultancy fees | $ 491,000 | |||||||||||||||||||||||||||
Payments for consulting per month | $ 90,000 | $ 30,000 | $ 30,000 | |||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||
Warrants to purchase shares of common stock | shares | 15,459 | 4,795 | 4,659 | 4,795 | ||||||||||||||||||||||||
Exercise price of warrants | $ / shares | $ 13.26 | $ 14.10 | $ 14.54 | |||||||||||||||||||||||||
Number of restricted shares issued | shares | 30,303 | 7,092 | 6,878 | |||||||||||||||||||||||||
Amount of restricted shares issued | 50,000 | $ 150,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||
Consulting agreement term | 3 months | |||||||||||||||||||||||||||
Agreement renewal term | 1 month | |||||||||||||||||||||||||||
Agreement termination, number of business days | D | 5 | |||||||||||||||||||||||||||
Fair value of issuance | $ 25,000 | $ 75,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||||||
Warrants exercise price (as a percentage) | 100% | |||||||||||||||||||||||||||
Options exercisable period | 10 years | |||||||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | Dividend Rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 0 | |||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | Weighted average risk-free rate | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Warrants, measurement input | 3.05 | 4.39 | 4.39 | 4.14 | ||||||||||||||||||||||||
Employment agreement with Alan J. Tuchman, M.D | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Initial annual base salary | $ 222,000 | |||||||||||||||||||||||||||
Annual discretionary bonus payable (as a percent) | 50% | |||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||
Term of agreement | 1 year | |||||||||||||||||||||||||||
Extension periods of agreement | 6 months | |||||||||||||||||||||||||||
Additional extension period of agreement | 6 months | |||||||||||||||||||||||||||
Volatility | 129.94% | |||||||||||||||||||||||||||
Risk-free interest rate | 0.48% | |||||||||||||||||||||||||||
Fair value of options | $ 106,759 | |||||||||||||||||||||||||||
Consulting Agreement with SM Capital Management, LLC | ||||||||||||||||||||||||||||
Other Commitments: | ||||||||||||||||||||||||||||
Contract payments, term | 1 year | |||||||||||||||||||||||||||
Annual consulting fee | $ 120,000 | |||||||||||||||||||||||||||
Monthly installment of annual consulting fee | $ 10,000 | |||||||||||||||||||||||||||
Consultancy fees | $ 120,000 | $ 120,000 |
Other Commitments_ - Warrants M
Other Commitments: - Warrants Measurement Input and Fair Value (Details) | Jan. 01, 2021 Y |
Consulting Agreement with Katalyst Securities LLC | Dividend Rate | |
Other Commitments: | |
Warrants, measurement input | 0 |
Consulting Agreement with Katalyst Securities LLC | Risk-free interest rate | |
Other Commitments: | |
Warrants, measurement input | 1.02 |
Consulting Agreement with Katalyst Securities LLC | Expected term | |
Other Commitments: | |
Warrants, measurement input | 5 |
Consulting Agreement with GP Nurmenkari, Inc | Dividend Rate | |
Other Commitments: | |
Warrants, measurement input | 0 |
Consulting Agreement with GP Nurmenkari, Inc | Risk-free interest rate | |
Other Commitments: | |
Warrants, measurement input | 1.02 |
Consulting Agreement with GP Nurmenkari, Inc | Expected term | |
Other Commitments: | |
Warrants, measurement input | 5 |
Stockholders' Equity_ (Details)
Stockholders' Equity: (Details) | 12 Months Ended | |
Dec. 31, 2023 Vote $ / shares shares | Dec. 31, 2022 shares | |
Stockholders' Equity: | ||
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |
Votes per share of common stock | Vote | 1 |
Stockholders' Equity_ - Additio
Stockholders' Equity: - Additional Information (Details) | 12 Months Ended | ||||||
Apr. 01, 2024 shares | May 11, 2023 | Mar. 17, 2023 USD ($) $ / shares | Nov. 17, 2022 USD ($) $ / shares Y item installment D shares | Dec. 31, 2023 USD ($) Y $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Nov. 22, 2022 USD ($) | |
Stockholders' Equity: | |||||||
Series B Preferred Stock, face value per share | $ / shares | $ 1,000 | $ 1,000 | |||||
Warrants exercise price | $ / shares | $ 11.79 | ||||||
Percentage of common stock shares, agreed to register under the November registration rights agreement | 200% | ||||||
Fair value of warrants | $ 140,000 | $ 1,510,000 | |||||
Change in fair value of derivative liability | (743,600) | 1,821,000 | |||||
Warrant Issuance Costs | 898,023 | ||||||
Gain on change in fair value of the warrant liability | (1,370,000) | $ (8,405,000) | |||||
Accrued liability for installment payment | 3,395,945 | ||||||
Redemption of accrued dividends | 7,366,968 | ||||||
Subsequent Event | |||||||
Stockholders' Equity: | |||||||
Common stock | shares | 2,653,148 | ||||||
Series E Warrants | |||||||
Stockholders' Equity: | |||||||
Warrants to purchase shares of common stock | shares | 50,000 | ||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||
Series G Warrants | |||||||
Stockholders' Equity: | |||||||
Warrants to purchase shares of common stock | shares | 15,000 | ||||||
Warrants exercise price | $ / shares | $ 8.51 | ||||||
Volatility | |||||||
Stockholders' Equity: | |||||||
Fair value of warrants | $ 105 | ||||||
Series B Preferred Stock | |||||||
Stockholders' Equity: | |||||||
Additional paid-in capital to accrete the preferred shares to redemption value | $ 7,400,000 | ||||||
Redeemed series B preferred stock | |||||||
Stockholders' Equity: | |||||||
Shares redeemed | shares | 9,000,000 | ||||||
Redemption of accrued dividends | $ 1,022,149 | ||||||
Common stock shares issued | shares | 14,647,688 | ||||||
Discount relieved | $ 7,366,968 | ||||||
Deemed dividends relating to true up conversion of shares in excess of pre-amortization installment amounts | $ 1,025,578 | ||||||
Number of shares issued in satisfaction of the deemed dividend | shares | 2,047,526 | ||||||
Preferred Stock | |||||||
Stockholders' Equity: | |||||||
Number of Series B Preferred Stock issued | shares | 15,000 | ||||||
Redemption of accrued dividends | $ (7,366,968) | ||||||
November 2022 Private Placement | |||||||
Stockholders' Equity: | |||||||
Number of Series B Preferred Stock issued | shares | 15,000 | ||||||
Series B Preferred Stock, face value per share | $ / shares | $ 1,000 | ||||||
Preferred shares issuable upon conversion of Series B Preferred Stock | shares | 1,935,485 | ||||||
Series B Preferred Stock, conversion price per share | $ / shares | $ 7.75 | ||||||
Warrants to purchase shares of common stock | shares | 1,935,485 | ||||||
Number of equal monthly installments to redeem Series B Preferred Stock | installment | 15 | ||||||
Percentage of discount on average closing share prices considered for determination of amortization payments | 15% | ||||||
Number of lowest closing share prices considered for determination of amortization payments | item | 3 | ||||||
Trading day period considered for determination of amortization payments | 30 days | ||||||
Per share value of Common stock, considered for determination of amortization payments | $ / shares | $ 1.25 | ||||||
Percentage of minimum price, considered for determination of amortization payments | 20% | ||||||
Series B Preferred Stock, Stock price trigger for conversion | $ / shares | $ 11.625 | ||||||
Series B Preferred Stock, Threshold Consecutive trading days considered for conversion | D | 20 | ||||||
Series B Preferred Stock, Daily trading volume of the Common Stock trigger for conversion | shares | 100,000 | ||||||
Series B Preferred Stock, dividend rate | 7% | ||||||
Series B Preferred Stock, dividend rate during the continuance of a Triggering Event | 15% | ||||||
Warrants exercise price | $ / shares | $ 7.75 | ||||||
Term of warrants | 5 years | ||||||
Issuance date fair value of the associated embedded derivative | $ 1,100,000 | ||||||
Bifurcated embedded derivative, measurement input | $ / shares | 0.27 | ||||||
Total discount upon issuance of Preferred Shares | $ 12,300,000 | ||||||
Stock issuance costs | 500,000 | ||||||
Fair value of warrants | 100,000 | $ 9,900,000 | |||||
Gain on change in fair value of the warrant liability | $ 1,400,000 | $ 8,400,000 | |||||
November 2022 Private Placement | Minimum | |||||||
Stockholders' Equity: | |||||||
Per share value of Common stock, considered for determination of amortization payments | $ / shares | $ 0.172 | ||||||
November 2022 Private Placement | Placement Agents | |||||||
Stockholders' Equity: | |||||||
Warrants exercise price | $ / shares | $ 7.75 | ||||||
Term of warrants | 5 years | ||||||
Percentage of offering fees in cash | 7% | ||||||
Percentage of offering fees in warrants | 3% | ||||||
November 2022 Private Placement | Dividend Rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.07 | ||||||
Warrants, measurement input | 0 | ||||||
November 2022 Private Placement | Expected term | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | Y | 0.67 | ||||||
Warrants, measurement input | Y | 3.89 | ||||||
November 2022 Private Placement | Risk-free interest rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.059 | ||||||
Warrants, measurement input | 3.93 | 0.0397 | |||||
November 2022 Private Placement | Estimated equity volatility | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | $ / shares | 85 | ||||||
Warrants, measurement input | 1.15 | 1.05 | |||||
November 2022 Private Placement | Estimated traded volume volatility | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 6.60 | ||||||
November 2022 Private Placement | Penalty dividend rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.150 | ||||||
November 2022 Private Placement | Probability of default | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.033 | ||||||
Warrants, measurement input | 0 | ||||||
November 2022 Private Placement | Series B Preferred Stock | |||||||
Stockholders' Equity: | |||||||
Percentage of preferred share floor price | 20% | ||||||
Percentage of changes in fair value convertible preferred stock | 0.05% | 34% | |||||
Increase in fair value of deemed dividend on preferred stock | $ 5,700,000 | ||||||
November 2022 Private Placement | Series B Preferred Stock | Minimum | |||||||
Stockholders' Equity: | |||||||
Floor price | $ / shares | $ 1.25 | ||||||
November 2022 Private Placement | Series B Preferred Stock | Maximum | |||||||
Stockholders' Equity: | |||||||
Percentage of changes in fair value convertible preferred stock | (10.00%) | (10.00%) | |||||
November 2022 Private Placement | Preferred Stock | |||||||
Stockholders' Equity: | |||||||
Issuance date fair value of the associated embedded derivative | $ 2,200,000 | $ 2,200,000 | |||||
Fair value of warrants | $ 9,600,000 | ||||||
November 2022 Private Placement | Preferred Stock | Dividend Rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.07 | ||||||
November 2022 Private Placement | Preferred Stock | Expected term | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | Y | 1.61 | ||||||
November 2022 Private Placement | Preferred Stock | Risk-free interest rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.073 | ||||||
November 2022 Private Placement | Preferred Stock | Fair value of our common stock | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | $ / shares | 6.52 | ||||||
November 2022 Private Placement | Preferred Stock | Estimated equity volatility | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.850 | ||||||
November 2022 Private Placement | Preferred Stock | Estimated traded volume volatility | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 2.550 | ||||||
November 2022 Private Placement | Preferred Stock | Penalty dividend rate | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.150 | ||||||
November 2022 Private Placement | Preferred Stock | Probability of default | |||||||
Stockholders' Equity: | |||||||
Bifurcated embedded derivative, measurement input | 0.082 |
Stock Based Compensation_ (Deta
Stock Based Compensation: (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Jan. 08, 2024 USD ($) shares | Dec. 11, 2023 USD ($) shares | Sep. 07, 2023 USD ($) shares | Jun. 07, 2023 USD ($) shares | Mar. 29, 2023 USD ($) item $ / shares shares | Mar. 22, 2023 USD ($) shares | Jan. 05, 2023 USD ($) shares | Dec. 07, 2022 USD ($) shares | Nov. 30, 2022 USD ($) item director $ / shares shares | Nov. 15, 2022 USD ($) employee item $ / shares shares | Oct. 08, 2022 USD ($) $ / shares shares | Oct. 07, 2022 USD ($) | Sep. 15, 2022 | Sep. 08, 2022 USD ($) shares | Jul. 08, 2022 USD ($) $ / shares shares | Jul. 07, 2022 USD ($) $ / shares shares | Jun. 07, 2022 USD ($) shares | Mar. 14, 2022 USD ($) shares | Feb. 16, 2022 $ / shares shares | Feb. 15, 2022 USD ($) shares | Dec. 07, 2021 | Jul. 13, 2021 USD ($) employee director shares | Dec. 07, 2020 shares | Nov. 30, 2022 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Nov. 30, 2020 USD ($) shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 20, 2023 shares | Oct. 11, 2022 shares | Sep. 30, 2022 USD ($) | Apr. 07, 2021 shares | |
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Stock option grant authorized for service on a committee of the Board of Directors | 4,375,000 | 625,000 | 625,000 | |||||||||||||||||||||||||||||
Closing stock price | $ / shares | $ 0.272 | $ 1.16 | ||||||||||||||||||||||||||||||
Unrecognized compensation costs | $ | $ 14,000,000,000 | |||||||||||||||||||||||||||||||
Total unrecognized compensation costs expected to be recognized over a weighted average period | 2 months 26 days | |||||||||||||||||||||||||||||||
Number of options granted | 80,000 | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.87 | |||||||||||||||||||||||||||||||
Fair value portion of warrants | $ | $ 75,000 | |||||||||||||||||||||||||||||||
Fair value of stock options | $ | $ 0 | $ 0 | ||||||||||||||||||||||||||||||
Stock options expense | $ | $ 1,009,325 | $ 1,776,668 | ||||||||||||||||||||||||||||||
Number of awards exercised | 65,000 | |||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 11.79 | |||||||||||||||||||||||||||||||
Board members, officers and employees | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of options granted | 80,000 | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 0.87 | |||||||||||||||||||||||||||||||
Volatility | 123.92% | |||||||||||||||||||||||||||||||
Risk-free interest rate | 3.66% | |||||||||||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||||||||||||
Number of board members to whom stock options were granted | item | 4 | |||||||||||||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||||||||||||
Fair value of stock options | $ | $ 59,763 | |||||||||||||||||||||||||||||||
Equity Incentive Plan 2020 | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Stock option grant authorized for service on a committee of the Board of Directors | 250,000 | 1,375,000 | 1,375,000 | 250,000 | ||||||||||||||||||||||||||||
Volatility | 112.75% | |||||||||||||||||||||||||||||||
Risk-free interest rate | 2.05% | |||||||||||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||||||||||||
Fair value of stock options | $ | $ 42,108 | |||||||||||||||||||||||||||||||
Stock options expense | $ | 1,009,325 | $ 3,743,963 | ||||||||||||||||||||||||||||||
Equity Incentive Plan 2020 | Research And Development | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Stock options expense | $ | 149,589 | 475,271 | ||||||||||||||||||||||||||||||
Equity Incentive Plan 2020 | General And Administrative | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Stock options expense | $ | 859,736 | $ 3,268,692 | ||||||||||||||||||||||||||||||
Equity Incentive Plan 2020 | Chief Executive Officer | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of options granted | 6,150 | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 7.29 | |||||||||||||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||||||||||||
Equity Incentive Plan 2020 | Board members, officers and employees | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of options granted | 531,850 | |||||||||||||||||||||||||||||||
Exercise price | $ / shares | $ 6.07 | |||||||||||||||||||||||||||||||
Volatility | 107.05% | |||||||||||||||||||||||||||||||
Risk-free interest rate | 3.93% | |||||||||||||||||||||||||||||||
Vesting period | 6 months | |||||||||||||||||||||||||||||||
Number of board members to whom stock options were granted | item | 6 | |||||||||||||||||||||||||||||||
Number of officers to whom stock options were granted | item | 2 | |||||||||||||||||||||||||||||||
Number of employees to whom stock options were granted | employee | 2 | |||||||||||||||||||||||||||||||
Expiration period | 10 years | |||||||||||||||||||||||||||||||
Vesting percentage | 50% | |||||||||||||||||||||||||||||||
Fair value of stock options | $ | $ 2,570,328 | |||||||||||||||||||||||||||||||
Percentage of expensing at the date of issuance | 50% | |||||||||||||||||||||||||||||||
Percentage of expensing over the vesting period | 50% | |||||||||||||||||||||||||||||||
Unvested restricted stock units | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Stock option grant authorized for service on a committee of the Board of Directors | 495,000 | |||||||||||||||||||||||||||||||
Vesting percentage | 100% | |||||||||||||||||||||||||||||||
Stock options expense | $ | $ 0 | $ 1,387,855 | ||||||||||||||||||||||||||||||
Number of director | director | 7 | |||||||||||||||||||||||||||||||
Number of executive directors | director | 2 | |||||||||||||||||||||||||||||||
Number of directors who forfeited the award | director | 1 | |||||||||||||||||||||||||||||||
Number of officers who forfeited the award | item | 1 | |||||||||||||||||||||||||||||||
Number of awards forfeited | 86,000 | |||||||||||||||||||||||||||||||
Reversal of allocated share-based compensation expense | $ | $ 370,000 | |||||||||||||||||||||||||||||||
Percentage of awards vested and exercised | 100% | 100% | ||||||||||||||||||||||||||||||
Number of awards vested | 411,000 | 411,000 | ||||||||||||||||||||||||||||||
Number of awards exercised | 411,000 | 411,000 | ||||||||||||||||||||||||||||||
Restricted Stock | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Volatility | 112.75% | 112.75% | ||||||||||||||||||||||||||||||
Risk-free interest rate | 4.14% | 3.05% | ||||||||||||||||||||||||||||||
Fair value portion of warrants | $ | $ 25,000 | |||||||||||||||||||||||||||||||
Number of shares granted | 6,878 | 540 | 30,303 | 679 | 692 | 13,775 | ||||||||||||||||||||||||||
Fair market value of shares issued | $ | $ 50,000 | $ 4,500 | $ 150,000 | $ 4,500 | $ 4,500 | $ 91,429 | ||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 4,659 | 15,459 | ||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 14.54 | $ 13.26 | ||||||||||||||||||||||||||||||
Warrants term | 5 years | 5 years | ||||||||||||||||||||||||||||||
Director | Director Compensation Policy | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of securities available for grant | 20,000 | |||||||||||||||||||||||||||||||
Non employee directors | Unvested restricted stock units | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of shares granted | 425,000 | |||||||||||||||||||||||||||||||
Newly appointed director | Director Compensation Policy | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Vesting percentage | 50% | |||||||||||||||||||||||||||||||
Number of securities available for grant | 20,000 | |||||||||||||||||||||||||||||||
Employee | Unvested restricted stock units | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of shares granted | 10,000 | |||||||||||||||||||||||||||||||
Entity number of employees | employee | 2 | |||||||||||||||||||||||||||||||
CFO | Unvested restricted stock units | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of shares granted | 60,000 | |||||||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of options granted | 12,575 | |||||||||||||||||||||||||||||||
Vesting period | 1 year | |||||||||||||||||||||||||||||||
Number of shares granted | 88,339 | 893 | ||||||||||||||||||||||||||||||
Fair market value of shares issued | $ | $ 100,000 | $ 4,501 | ||||||||||||||||||||||||||||||
Warrants to purchase shares of common stock | 4,795 | 15,459 | 4,795 | 4,659 | 4,795 | |||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 14.10 | $ 13.26 | $ 14.10 | $ 14.54 | ||||||||||||||||||||||||||||
Warrants term | 5 years | |||||||||||||||||||||||||||||||
Number of restricted shares issued | 30,303 | 7,092 | 6,878 | |||||||||||||||||||||||||||||
Amount of restricted shares issued | $ | $ 50,000 | $ 150,000 | $ 50,000 | $ 50,000 | $ 50,000 | |||||||||||||||||||||||||||
Fair value of issuance | $ | $ 25,000 | $ 25,000 | $ 75,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||||||||||
Consulting agreement term | 3 months | |||||||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | Volatility | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Warrants, measurement input | 112.75 | 112.75 | 112.75 | 112.75 | ||||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | Risk-free interest rate | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Warrants, measurement input | 4.39 | 3.05 | 4.39 | 4.39 | 4.14 | |||||||||||||||||||||||||||
Consulting Agreement With Sherwood Ventures LLC | Restricted Stock | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Number of shares granted | 366,032 | 18,000 | 11,152 | 5,409 | 4,500 | |||||||||||||||||||||||||||
Fair market value of shares issued | $ | $ 100,000 | $ 4,500 | $ 4,500 | $ 4,500 | $ 4,500 | |||||||||||||||||||||||||||
First anniversary from Start Date | Unvested restricted stock units | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Vesting percentage | 100% | |||||||||||||||||||||||||||||||
First anniversary from Start Date | Newly appointed director | Director Compensation Policy | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Vesting percentage | 25% | |||||||||||||||||||||||||||||||
Second anniversary from Start Date | Newly appointed director | Director Compensation Policy | ||||||||||||||||||||||||||||||||
Stock Based Compensation: | ||||||||||||||||||||||||||||||||
Vesting percentage | 25% |
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, 2023 | Dec. 31, 2022 | |
Number of Shares | ||
Options outstanding at the beginning | 661,850 | |
Options granted | 80,000 | |
Less options forfeited | 0 | |
Less options expired/cancelled | 0 | |
Less options exercised | 0 | |
Options outstanding at the end | 741,850 | 661,850 |
Options exercisable at the end | 661,850 | |
Weighted-Average Exercise Price | ||
Options outstanding at the beginning (in dollars per share) | $ 7.27 | |
Options granted (in dollars per share) | 0.87 | |
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) | 6.15 | $ 7.27 |
Options exercisable at the end (in dollars per share) | $ 6.79 | |
Weighted-Average Remaining Contractual Term (Years) | ||
Options granted (in years) | 9 years 2 months 12 days | |
Options outstanding at the end (in years) | 8 years 7 months 6 days | 9 years |
Options exercisable at the end (in years) | 8 years 6 months | |
Aggregate Intrinsic Value | ||
Options outstanding at the beginning (in dollars) | $ 0 | |
Options outstanding at the end (in dollars) | 0 | $ 0 |
Options exercisable at the end (in dollars) | $ 0 |
Common Stock Warrants_ - Common
Common Stock Warrants: - Common stock warrant outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock Warrants: | ||
Warrants outstanding January 1 | 7,179,919 | 6,265,525 |
Warrants issued | 2,028,762 | |
Warrants exercised | (65,000) | |
Warrants expired | (1,049,368) | |
Warrants outstanding December 31 | 7,179,919 | 7,179,919 |
Common Stock Warrants_ - Additi
Common Stock Warrants: - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Jan. 03, 2022 USD ($) $ / shares shares | Nov. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) item $ / shares | Dec. 31, 2022 USD ($) item $ / shares shares | Nov. 22, 2022 USD ($) $ / shares shares | |
Common Stock Warrants | |||||
Warrants exercise price | $ / shares | $ 11.79 | ||||
Change in fair value of warrant liability | $ (1,370,000) | $ (8,405,000) | |||
Warrant liability | $ 140,000 | 1,510,000 | |||
Weighted average remaining life of warrants | 2 years 8 months 12 days | ||||
Intrinsic value of the warrants | $ 37,000 | ||||
Number of warrant holders who exercised their warrants | item | 0 | ||||
Proceeds from warrant exercises | $ 553,150 | ||||
Series E Warrants | |||||
Common Stock Warrants | |||||
Warrants to purchase shares of common stock | shares | 50,000 | ||||
Warrants exercise price | $ / shares | $ 8.51 | ||||
Number of warrant holders who exercised their warrants | item | 3 | ||||
Warrants outstanding | shares | 50,000 | ||||
Series G Warrants | |||||
Common Stock Warrants | |||||
Warrants to purchase shares of common stock | shares | 15,000 | ||||
Warrants exercise price | $ / shares | $ 8.51 | ||||
Number of warrant holders who exercised their warrants | item | 1 | ||||
Warrants outstanding | shares | 15,000 | ||||
Volatility | |||||
Common Stock Warrants | |||||
Warrant liability | $ 105 | ||||
Advisory Agreements | |||||
Common Stock Warrants | |||||
Warrants to purchase shares of common stock | shares | 10,300 | 1,993,485 | |||
Warrants exercise price | $ / shares | $ 8.96 | $ 7.75 | |||
Warrants term | 5 years | 5 years | |||
Change in fair value of warrant liability | $ 147,000 | $ 9,600,000 | |||
Warrant liability | $ 9,900,000 | $ 1,400,000 | |||
Advisory Agreements | Dividend Rate | |||||
Common Stock Warrants | |||||
Warrants, measurement input | 0 | 0 | |||
Advisory Agreements | Volatility | |||||
Common Stock Warrants | |||||
Warrants, measurement input | 111.8 | ||||
Advisory Agreements | Risk-free interest rate | |||||
Common Stock Warrants | |||||
Warrants, measurement input | 2.38 | 3.97 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Fair Value, Inputs, Level 3 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) |
Dividend yield | ||
Fair Value Measurements | ||
Warrants, measurement input | 0 | 0 |
Expected term | ||
Fair Value Measurements | ||
Warrants, measurement input | 3.89 | 4.89 |
Volatility | ||
Fair Value Measurements | ||
Warrants, measurement input | 1.15 | 1.25 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Warrants, measurement input | 0.0393 | 4 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy of the valuation inputs (Details) - Recurring - Fair Value, Inputs, Level 3 - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Convertible note receivable (Note 3) | $ 1,438,500 | |
Warrant liability | ||
Liabilities: | ||
Liabilities, fair value | 140,000 | $ 1,510,000 |
Bifurcated embedded derivative liability | ||
Liabilities: | ||
Liabilities, fair value | $ 1,113,000 | $ 369,400 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the fair value (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrant liability | ||
Change in the fair value of the liability | ||
Beginning balance | $ 1,510,000 | |
Issuance of warrants | $ 9,915,000 | |
Change in fair value of warrant liability | (1,370,000) | (8,405,000) |
Ending balance | 140,000 | 1,510,000 |
Bifurcated embedded derivative liability | ||
Change in the fair value of the liability | ||
Beginning balance | 369,400 | |
Issuance of warrants | 2,191,300 | |
Change in fair value of warrant liability | 743,600 | (1,821,900) |
Ending balance | $ 1,113,000 | $ 369,400 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (6,038,504) | $ (5,573,957) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |