COVER PAGE
COVER PAGE - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36812 | |
Entity Registrant Name | SALARIUS PHARMACEUTICALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 46-5087339 | |
Entity Address, Address Line One | 2450 Holcombe Blvd | |
Entity Address, Address Line Two | Suite X | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77021 | |
City Area Code | 832 | |
Local Phone Number | 834-6992 | |
Title of 12(b) Security | Common Stock, $ 0.0001 par value | |
Trading Symbol | SLRX | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 56,116,243 | |
Entity Central Index Key | 0001615219 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 22,647,005 | $ 29,214,380 |
Prepaid expenses and other current assets | 368,161 | 949,215 |
Total current assets | 23,015,166 | 30,163,595 |
Grants receivable from CPRIT | 1,610,490 | 1,610,490 |
Other assets | 162,419 | 193,874 |
Goodwill | 8,865,909 | 8,865,909 |
Total assets | 33,653,984 | 40,833,868 |
Current liabilities: | ||
Accounts payable | 1,874,749 | 1,543,096 |
Accrued expenses and other current liabilities | 895,106 | 567,787 |
Total liabilities | 2,769,855 | 2,110,883 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; 0 issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 56,116,243 and 45,241,808 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 5,611 | 4,524 |
Additional paid-in capital | 73,903,273 | 70,915,653 |
Accumulated deficit | (43,024,755) | (32,197,192) |
Total stockholders' equity | 30,884,129 | 38,722,985 |
Total liabilities and stockholders' equity | $ 33,653,984 | $ 40,833,868 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 56,116,243 | 45,241,808 |
Common stock, shares outstanding (in shares) | 56,116,243 | 45,241,808 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Grant revenue | $ 0 | $ 571,387 | $ 0 | $ 1,840,216 |
Operating expenses: | ||||
Research and development | 2,921,572 | 2,096,302 | 7,361,047 | 3,836,957 |
General and administrative | 1,836,395 | 1,591,905 | 3,514,149 | 2,924,674 |
Total operating expenses | 4,757,967 | 3,688,207 | 10,875,196 | 6,761,631 |
Loss before other income (expense) | (4,757,967) | (3,116,820) | (10,875,196) | (4,921,415) |
Change in fair value of warrant liability | 6,427 | 42,186 | 12,235 | (3,868) |
Interest income (expense), net | 33,202 | 265 | 35,398 | (982) |
Loss from continuing operations | (4,718,338) | (3,074,369) | (10,827,563) | (4,926,265) |
Net loss | $ (4,718,338) | $ (3,074,369) | $ (10,827,563) | $ (4,926,265) |
Loss per common share, basic ( in dollar per share) | $ (0.09) | $ (0.07) | $ (0.22) | $ (0.13) |
Loss per common share, diluted ( in dollar per share) | $ (0.09) | $ (0.07) | $ (0.22) | $ (0.13) |
Weighted average number of shares outstanding, basic (in shares) | 53,522,468 | 44,756,201 | 49,908,914 | 37,654,521 |
Weighted average number of shares outstanding, diluted (in shares) | 53,522,468 | 44,756,201 | 49,908,914 | 37,654,521 |
Revenue from Contract with Customer, Product and Service [Extensible Enumeration] | Grant [Member] | Grant [Member] | Grant [Member] | Grant [Member] |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (10,827,563) | $ (4,926,265) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and impairment | 3,340 | 9,591 |
Equity-based compensation expense | 513,431 | 282,835 |
In-process research and development technology | 1,987,900 | 0 |
Change in fair value of warrant liability | (12,235) | 3,868 |
Changes in operating assets and liabilities: | ||
Grants receivable | 0 | (938,923) |
Prepaid expenses and other current assets | 609,170 | 417,662 |
Accounts payable | 245,959 | (577,877) |
Accrued expenses and other current liabilities | 339,553 | (168,461) |
Net cash used in operating activities | (7,140,445) | (5,897,570) |
Investing activities | ||
Purchase in-process research and development technology | (1,500,000) | 0 |
Net cash used in investing activities | (1,500,000) | 0 |
Financing activities | ||
Proceeds from issuance of equity securities, net | 2,073,070 | 26,850,022 |
Proceeds from warrants exercised for cash | 0 | 1,485,351 |
Payments on note payable | 0 | (477,028) |
Net cash provided by financing activities | 2,073,070 | 27,858,345 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (6,567,375) | 21,960,775 |
Cash, cash equivalents and restricted cash at beginning of period | 29,214,380 | 11,118,614 |
Cash, cash equivalents and restricted cash at end of period | 22,647,005 | 33,079,389 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 0 | 1,468 |
Non-cash investing and financing activities: | ||
Common stock issued for in-process research and development technology | 487,900 | 0 |
Accrued issuance costs for public offering | $ 85,694 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 23,808,546 | |||
Beginning balance at Dec. 31, 2020 | $ 22,159,188 | $ 2,381 | $ 41,585,761 | $ (19,428,954) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of equity securities, net and for in-process research and development technology (in shares) | 19,627,215 | |||
Issuance of equity securities, net and for in-process research and development technology | 26,850,021 | $ 1,963 | 26,848,058 | |
Warrants exercised for cash (in shares) | 1,298,567 | |||
Warrants exercised for cash | 1,485,351 | $ 129 | 1,485,222 | |
Equity-based compensation expense | 135,379 | 135,379 | ||
Net loss | (1,851,896) | (1,851,896) | ||
Ending balance (in shares) at Mar. 31, 2021 | 44,734,328 | |||
Ending balance at Mar. 31, 2021 | 48,778,043 | $ 4,473 | 70,054,420 | (21,280,850) |
Beginning balance (in shares) at Dec. 31, 2020 | 23,808,546 | |||
Beginning balance at Dec. 31, 2020 | $ 22,159,188 | $ 2,381 | 41,585,761 | (19,428,954) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Warrants exercised for cash (in shares) | 0 | 1,298,567 | ||
Net loss | $ (4,926,265) | |||
Ending balance (in shares) at Jun. 30, 2021 | 44,778,794 | |||
Ending balance at Jun. 30, 2021 | 45,851,130 | $ 4,477 | 70,201,872 | (24,355,219) |
Beginning balance (in shares) at Mar. 31, 2021 | 44,734,328 | |||
Beginning balance at Mar. 31, 2021 | 48,778,043 | $ 4,473 | 70,054,420 | (21,280,850) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Equity-based compensation expense (in shares) | 38,278 | |||
Equity-based compensation expense | 147,456 | $ 4 | 147,452 | |
Issuance of equity securities for services (in shares) | 6,188 | |||
Net loss | (3,074,369) | (3,074,369) | ||
Ending balance (in shares) at Jun. 30, 2021 | 44,778,794 | |||
Ending balance at Jun. 30, 2021 | 45,851,130 | $ 4,477 | 70,201,872 | (24,355,219) |
Beginning balance (in shares) at Dec. 31, 2021 | 45,241,808 | |||
Beginning balance at Dec. 31, 2021 | 38,722,985 | $ 4,524 | 70,915,653 | (32,197,192) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of equity securities, net and for in-process research and development technology (in shares) | 1,000,000 | |||
Issuance of equity securities, net and for in-process research and development technology | 487,900 | $ 100 | 487,800 | |
Equity-based compensation expense (in shares) | 455,386 | |||
Equity-based compensation expense | 313,903 | $ 45 | 313,858 | |
Net loss | (6,109,225) | (6,109,225) | ||
Ending balance (in shares) at Mar. 31, 2022 | 46,697,194 | |||
Ending balance at Mar. 31, 2022 | 33,415,563 | $ 4,669 | 71,717,311 | (38,306,417) |
Beginning balance (in shares) at Dec. 31, 2021 | 45,241,808 | |||
Beginning balance at Dec. 31, 2021 | 38,722,985 | $ 4,524 | 70,915,653 | (32,197,192) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net loss | (10,827,563) | |||
Ending balance (in shares) at Jun. 30, 2022 | 56,116,243 | |||
Ending balance at Jun. 30, 2022 | 30,884,129 | $ 5,611 | 73,903,273 | (43,024,755) |
Beginning balance (in shares) at Mar. 31, 2022 | 46,697,194 | |||
Beginning balance at Mar. 31, 2022 | 33,415,563 | $ 4,669 | 71,717,311 | (38,306,417) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of equity securities, net and for in-process research and development technology (in shares) | 9,339,436 | |||
Issuance of equity securities, net and for in-process research and development technology | 1,987,376 | $ 934 | 1,986,442 | |
Equity-based compensation expense (in shares) | 79,613 | |||
Equity-based compensation expense | 174,528 | $ 8 | 174,520 | |
Issuance of equity securities for services | 25,000 | 25,000 | ||
Net loss | (4,718,338) | (4,718,338) | ||
Ending balance (in shares) at Jun. 30, 2022 | 56,116,243 | |||
Ending balance at Jun. 30, 2022 | $ 30,884,129 | $ 5,611 | $ 73,903,273 | $ (43,024,755) |
ORGANIZATION AND OPERATIONS
ORGANIZATION AND OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND OPERATIONS | ORGANIZATION AND OPERATIONS Nature of Business Salarius Pharmaceuticals, Inc. (“Salarius” or the “Company”), together with its subsidiaries, Salarius Pharmaceuticals, LLC, Flex Innovation Group LLC, and TK Pharma, Inc., is a clinical-stage biopharmaceutical company focused on developing effective treatments for cancers with high, unmet medical need. Specifically, the Company is developing treatments for cancers caused by dysregulated gene expression, i.e., genes that are incorrectly turned on or off. The Company is developing two classes of drugs that address gene dysregulation: epigenetic inhibitors and targeted protein degraders. The Company's technologies have the potential to work in both liquid and solid tumors. The Company's current pipeline consists of two small molecule drugs: 1) seclidemstat (SP-2577), a targeted protein inhibitor and 2) SP-3164, a targeted protein degrader. The Company is located in Houston, Texas. Going Concern Salarius has no products approved for commercial sale, has not generated any revenue from product sales to date and has suffered recurring losses from operations since its inception. The lack of revenue from product sales to date and recurring losses from operations since its inception raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. Salarius will require substantial additional capital to fund its research and development expenses related to its oncology drug. Based on Salarius’ expected cash requirements, Salarius believes that there is substantial doubt that its existing cash and cash equivalents, will be sufficient to fund its operations through one year from the financial statements issuance date. The Company intends to obtain additional capital through the sale of equity securities in one or more offerings or through issuances of debt instruments, and may also consider new collaborations or selectively partnering its technology. However, the Company cannot provide any assurance that it will be successful in accomplishing any of its plans. |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standard Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The accompanying interim financial statements are unaudited. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2021 included elsewhere in the Company's Annual Report on Form 10-K filed with the SEC on March 25, 2022. In the opinion of management, the unaudited interim financial statements reflect all the adjustments (consisting of normal recurring adjustments) necessary to state fairly the Company’s financial position as of June 30, 2022 and the results of operations for the three and six months ended June 30, 2022 and 2021. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. The December 31, 2021 balance sheet included herein was derived from the audited financial statements, but does not include all disclosures, including notes, required by GAAP for complete financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America as defined by the FASB ASC requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Cash and Cash Equivalents Salarius considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges related to long-lived assets for the three and six months ended June 30, 2022 and 2021. Goodwill Goodwill is not amortized, but is tested at least annually for impairment at the reporting unit level. The Company has determined that the reporting unit is the single operating segment disclosed in its current financial statements. Additional impairment assessments may be performed on an interim basis if the Company encounters events or changes in circumstances that would indicate that, more likely than not, the carrying value of goodwill has been impaired. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. The Company utilizes the option to perform a qualitative assessment for its reporting unit and if the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company utilizes the two-step quantitative assessment. The Company’s qualitative assessment is sensitive to assumptions related to potential adverse events and circumstances, including current market trends in control premiums and involves judgement in determining comparable peer companies to include in the control premium evaluation. Many of the events and circumstances evaluated in determining whether it is more likely than not that goodwill is impaired are outside of the Company’s control and could change in future periods. There was no impairment of goodwill during the three and six months ended June 30, 2022 or June 30, 2021. Financial Instruments and Credit Risks Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents and restricted cash. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Insurance is provided through the Federal Deposit Insurance Corporation (“FDIC”). Although the balances in these accounts exceed the federally insured limit from time to time, the Company has not incurred losses related to these deposits. Warrants The Company determines whether warrants should be classified as a liability or equity. For warrants classified as liabilities, the Company estimates the fair value of the warrants at each reporting period using Level 3 inputs with changes in fair value recorded in the Condensed Consolidated Statement of Operations within change in fair value of warrant liability. The estimates in valuation models are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants, and could differ materially in the future. The Company will continue to adjust the fair value of the warrant liability at the end of each reporting period for changes in fair value from the prior period until the earlier of the exercise or expiration of the applicable warrant. For warrants classified as equity contracts, the Company allocates the transaction proceeds to the warrants and any other free-standing instruments issued in the transaction based on an allowable allocation method. Clinical Trial Accruals The Company’s preclinical and clinical trials are performed by third party contract research organizations (CROs) and/or clinical investigators, and clinical supplies are manufactured by contract manufacturing organizations (CMOs). Invoicing from these third parties may be monthly based upon services performed or based upon milestones achieved. The Company accrues these expenses based upon its assessment of the status of each clinical trial and the work completed, and upon information obtained from the CROs and CMOs. The Company’s estimates are dependent upon the timeliness and accuracy of data provided by the CROs and CMOs regarding the status and cost of the studies, and may not match the actual services performed by the organizations. This could result in adjustments to the Company’s research and development expenses in future periods. To date the Company has had no significant adjustments. Grants Receivable and Revenue Recognition Salarius’ source of revenue has been from a grant received from CPRIT. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that conditions of the grant have been met. Cash received from grants in advance of incurring qualifying costs is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. Research and Development Costs Research and development costs consist of expenses incurred in performing research and development activities, including pre-clinical studies and clinical trials. Research and development costs include salaries and personnel-related costs, consulting fees, fees paid for contract research services, the costs of laboratory equipment and facilities, license fees and other external costs. Research and development costs are expensed when incurred. Costs incurred in obtaining in-process research and development technology ("IPRD") that has no alternative future use are charged to research and development expense as acquired, and presented as investing activity cash outflows on the Statement of Cash Flow. Equity-Based Compensation Salarius measures equity-based compensation based on the grant date fair value of the awards and recognizes the associated expense in the financial statements over the requisite service period of the award, which is generally the vesting period. The Company uses the Black-Scholes option valuation model to estimate the fair value of the stock-based compensation and incentive units. Assumptions utilized in these models including expected volatility calculated based on implied volatility from traded stocks of peer companies, dividend yield and risk-free interest rate. Additionally, forfeitures are accounted for in compensation cost as they occur. Loss Per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. The number of anti-dilutive shares, consisting of common shares underlying (i) common stock options, (ii) stock purchase warrants, (iii) unvested restricted stock, (iv) convertible preferred stock and (v) rights entitling holders to receive warrants to purchase the Company's common shares, which have been excluded from the computation of diluted loss per share, was 17,807,776 and 9,520,698 shares as of June 30, 2022 and 2021, respectively. Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of June 30, 2022 and December 31, 2021, the Company did not have any significant uncertain tax positions and no interest or penalties have been charged. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company is subject to routine audits by taxing jurisdictions. Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses guidance. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825), which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies. Early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of assessing the impact adoption will have on its consolidated financial statements. |
GRANT RECEIVABLE FROM CPRIT
GRANT RECEIVABLE FROM CPRIT | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
GRANT RECEIVABLE FROM CPRIT | GRANT RECEIVABLE FROM CPRITGrants receivable represents qualifying costs incurred where there is reasonable assurance that conditions of the grant have been met but the corresponding funds have not been received as of the reporting date. Grants receivable balances are $1.6 million at both June 30, 2022 and December 31, 2021. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Prepaid clinical trial expenses $ 34,663 $ 97,557 Prepaid insurance 117,856 678,672 Other prepaid and current assets 215,642 172,986 Total prepaid expenses and other current assets $ 368,161 $ 949,215 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES License Agreement with the University of Utah Research Foundation In 2011, the Company entered into a license agreement with the University of Utah, under which, the Company acquired an exclusive license to an epigenetic enzyme lysine specific demethylase 1 ("LSD1"). In exchange for the license, the Company issued 2% equity ownership in the Company based on a fully diluted basis at the effective date of the agreement subject to certain adjustments specified in the agreement, such as granted revenue sharing rights on any resulting products or processes to commence on first commercial sale, and milestone payments based upon regulatory approval of any resulting product or process as well as on the second anniversary of first commercial sale. Cancer Prevention and Research Institute of Texas In June 2016, the Company entered into a Cancer Research Grant Contract with CPRIT. The Company will retain ownership over any intellectual property developed under the contract ("Project Result"). With respect to non-commercial use of any Project Result, the Company agreed to grant to CPRIT a nonexclusive, irrevocable, royalty-free, perpetual, worldwide license with right to sublicense any necessary additional intellectual property rights to exploit all Project Results by CPRIT, other governmental entities and agencies of the State of Texas, and private or independent institutions of higher education located in Texas, for education, research and other non-commercial purposes. The Company is obligated to make revenue-sharing payments to CPRIT with respect to net sales of any product covered by the contract, up to a maximum repayment of a certain percentage of the aggregate amount paid to the Company by CPRIT under the CPRIT contract. The payments are determined as a percentage of net sales, which may be reduced if the Company is required to obtain a license from a third party to sell any such product. In addition, upon meeting the foregoing limitation on revenue-sharing payments, the Company agreed to make continued revenue-sharing payments to CPRIT of less than 1% of net sales. Lease Agreement The Company presently leases office space under operating lease agreements on a month to month basis. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS 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. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, are used to measure fair value: Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Significant unobservable inputs including Salarius’ own assumptions in determining fair value. The Company believes the recorded values of its financial instruments, including cash and cash equivalents, accounts payable and note payable approximate their fair values due to the short-term nature of these instruments. The following table sets forth a summary of changes in the fair value of Level 3 liabilities, the warrants issued in connection with the Company's merger with Flex Pharma in 2019 ("Flex Warrants"), which are measured at fair value on a recurring basis for the six months ended June 30, 2022: Description Balance at December 31, 2021 Change in Fair Value Balance at June 30, 2022 Warrant liability $ 14,518 $ 12,235 $ 2,283 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Common Stock On January 12, 2022, the Company, entered into an Acquisition and Strategic Collaboration Agreement (the “ASCA”), with DeuteRx, LLC, a Delaware limited liability company (the “DeuteRx”), pursuant to which DeuteRx agreed to sell, and Company agreed to purchase and assume from DeuteRx, all of DeuteRx’s rights, title, and interest in and to certain assets of DeuteRx, including SP-3164, DeuteRx’s intellectual property, information and data related to SP-3164, tangible materials or reagents related to SP-3164, goodwill, rights and claims, other than certain excluded assets (collectively, the “Purchased Assets”), all as more specifically set forth in the ASCA, and assume certain assumed liabilities, upon the terms and subject to the conditions set forth in the ASCA. The Aggregate purchase price paid under the ASCA was $2.0 million consisting of $1.5 million cash payment and the delivery of 1 million shares of the Company's common stock, valued at $0.5 million. In addition, the Company agreed to pay to Seller potential future milestone payments upon the occurrence of an applicable Milestone Event (as defined in the ASCA) and potential future royalty payments. A member of the Company’s Board of Directors also serves as a consultant to the Seller and is employed by an affiliate of the Seller. On April 22, 2022, the Company entered into a securities purchase agreement with certain institutional and accredited investors for the sale by the Company of 9,339,436 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.25 per share. Concurrently, the Company also sold unregistered warrants exercisable for an aggregate of 7,004,578 shares of Common Stock, which represents 75% of the shares of Common Stock sold, with an exercise price of $0.3399 per share. The transaction closed on April 26, 2022 with gross proceeds of $2.3 million before deducting certain fees due to the placement agent and other estimated transaction expenses. On February 5, 2021, the Company entered into an At the Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Under the Sales Agreement the Company was able to issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $6.3 million (the “ATM Shares”) with Ladenburg acting as an agent for sales. Sales of the ATM Shares may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended, including, without limitation, sales made directly on or through the NASDAQ Capital Market. No shares were issued under the Sales Agreement during the six months ended June 30, 2022. During the six months ended June 30, 2021, the Company issued 2,820,493 shares under the Sales Agreement for gross proceeds of $6.3 million. On March 8, 2021, the Company completed a public offering of 16,806,722 shares of its common stock at a price to the public of $1.3685 per share. Total gross proceeds from the offering were approximately $23.0 million prior to deducting underwriting discounts and commissions and offering expenses payable by the Company. Warrants Exercised for Cash The Company has five-year warrants outstanding that were issued in February 2020 and subsequently modified in December 2020 in connection with the issuance of additional inducement warrants. The warrants are exercisable at a price per share of $1.15. The inducement warrants expire on June 11, 2026 and are exercisable at a price per share of $1.182. The Company has 5.5 year warrants outstanding that were issued in April 2022, with an exercise price of $0.3399 per share. The warrants will be exercisable six months following the issuance date and will expire five and one-half years from the issuance date. During the six months ended June 30, 2022, no warrants were exercised. During the six months ended June 30, 2021, the Company issued 1,298,567 common shares as a result of warrant exercises, and received cash proceeds of approximately $1.5 million. As of June 30, 2022, 14,752,165 warrants remain outstanding, excluding Flex Warrants and Wedbush Warrants. Flex Warrants On January 3, 2019, Flex Pharma, Private Salarius and Merger Sub entered into the Merger Agreement. In connection with the Merger Agreement, the Company issued warrants that are exercisable in the aggregate into 142,711 shares of the Company's common stock with a 5-year term from January 20, 2020, at an exercise price of $15.17 per share. The warrants are subject to a cashless exercise, at the option of the Company, at the closing of an issuance and sale of the Company’s common stock in certain qualified financing, upon the closing of which the holders of warrants shall be entitled to receive a number of shares of common stock equal to the greater of two formulae defined by the Merger Agreement, which are based on the volume weighted average price of the Company's common stock during the 10 consecutive trading days ending on the trading day immediately preceding the date of exercise. As a result, the warrants have been classified as a liability, which is included in Accrued expenses and other current liabilities on the consolidated balance sheet. The Company accounted for these warrants at fair value using Level 3 inputs. The Company determined the fair value of this warrant liability using a Black-Scholes valuation model. Using this method, unobservable inputs included the Company’s equity value, expected timing of possible outcomes, risk free interest rates and stock price volatility. Variables used in the Black-Scholes model are as follows: June 30, 2022 December 31, 2021 Discount rate 2.96% 0.97% Expected life (years) 2.56 years 3.06 years Expected volatility 126.46% 125.58% Expected dividend —% —% Wedbush Warrant On July 19, 2019, upon the closing of the merger, the Company elected to issue warrants to purchase 42,928 common shares to Wedbush Securities Inc. ("Wedbush") that have an exercise price of $18.90 and a 5-year term. As of June 30, 2022, all warrants issued to Wedbush were outstanding. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION Equity Incentive Plans The Company has granted options to employees, directors, and consultants under the 2015 Equity Incentive Plan (the "2015 Plan"). The 2015 Plan provides for the grant of incentive stock options ("ISOs"), nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance-based stock awards and other stock-based awards. Additionally, the 2015 Plan provides for the grant of performance-based cash awards. ISOs may be granted only to the Company's employees. All other awards may be granted to the Company's employees, including officers, and to non-employee directors and consultants. As of June 30, 2022, there were 1,108,976 shares remaining available for the grant of option awards under the 2015 Plan. During the six-month periods ended June 30, 2022 and 2021, the Company awarded 1,284,000 and 68,500 stock options, respectively, to its employees and directors, pursuant to the plan described above. Stock options generally vest over one value of the option grants awarded during each of the six months periods ended June 30, 2022 and 2021 was $0.5 million and $0.1 million, respectively, which has been estimated with the following assumptions on the grant date. Six Months Ended June 30 2022 2021 Risk-free interest rate 1.62%-1.70% 1.09% - 1% Volatility 125.19% 126.42% 131.06% 133.35% Expected life (years) 5.00-6.00 6.00 Expected dividend yield 0% 0% The following table summarizes stock option activity for employees and non-employees for the six months ended June 30, 2022 and 2021: Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 1,563,972 $2.78 9.47 $175,770 Granted 68,500 $1.13-$1.49 Exercised — Forfeited (45,000) — Expired — Outstanding at June 30, 2021 1,587,472 $2.77 8.99 $307,100 Exercisable at June 30, 2021 156,519 $17.64 6.90 $33,750 Outstanding at December 31, 2021 1,597,972 $2.75 8.50 $— Granted 1,284,000 $ 0.47 Exercised — Forfeited (12,000) Expired — Outstanding at June 30, 2022 2,869,972 $1.74 8.70 $— Exercisable at June 30, 2022 856,891 $4.13 7.81 $— As of June 30, 2022 and 2021, there was approximately $1.2 million and $1.1 million of total unrecognized compensation cost related to unvested stock options. Total unrecognized compensation cost will be adjusted for future changes in employee and non-employee forfeitures, if any. The Company expects to recognize that cost over a remaining weighted-average period of 2.6 years. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSThe Company’s management reviewed all material events through the date that the financial statements were issued for subsequent event disclosure consideration. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States ("GAAP"). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standard Codification ("ASC") and Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB"). |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America as defined by the FASB ASC requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash EquivalentsSalarius considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsLong-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Goodwill | Goodwill Goodwill is not amortized, but is tested at least annually for impairment at the reporting unit level. The Company has determined that the reporting unit is the single operating segment disclosed in its current financial statements. Additional impairment assessments may be performed on an interim basis if the Company encounters events or changes in circumstances that would indicate that, more likely than not, the carrying value of goodwill has been impaired. |
Financial Instruments and Credit Risks | Financial Instruments and Credit Risks Financial instruments that potentially subject the Company to credit risk include cash and cash equivalents and restricted cash. Cash is deposited in demand accounts in federally insured domestic institutions to minimize risk. Insurance is provided through the Federal Deposit Insurance Corporation (“FDIC”). Although the balances in these accounts exceed the federally insured limit from time to time, the Company has not incurred losses related to these deposits. |
Warrants | Warrants The Company determines whether warrants should be classified as a liability or equity. For warrants classified as liabilities, the Company estimates the fair value of the warrants at each reporting period using Level 3 inputs with changes in fair value recorded in the Condensed Consolidated Statement of Operations within change in fair value of warrant liability. The estimates in valuation models are based, in part, on subjective assumptions, including but not limited to stock price volatility, the expected life of the warrants, the risk-free interest rate and the fair value of the common stock underlying the warrants, and could differ materially in the future. The Company will continue to adjust the fair value of the warrant liability at the end of each reporting period for changes in fair value from the prior period |
Grants Receivable and Revenue Recognition | Grants Receivable and Revenue Recognition Salarius’ source of revenue has been from a grant received from CPRIT. Grant revenue is recognized when qualifying costs are incurred and there is reasonable assurance that conditions of the grant have been met. Cash received from grants in advance of incurring qualifying costs is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. |
Research and Development Costs | Research and Development Costs Research and development costs consist of expenses incurred in performing research and development activities, including pre-clinical studies and clinical trials. Research and development costs include salaries and personnel-related costs, consulting fees, fees paid for contract research services, the costs of laboratory equipment and facilities, license fees and other external costs. Research and development costs are expensed when incurred. Costs incurred in obtaining in-process research and development technology ("IPRD") that has no alternative future use are charged to research and development expense as acquired, and presented as investing activity cash outflows on the Statement of Cash Flow. |
Equity-Based Compensation | Equity-Based Compensation Salarius measures equity-based compensation based on the grant date fair value of the awards and recognizes the associated expense in the financial statements over the requisite service period of the award, which is generally the vesting period. |
Loss Per Share | Loss Per Share Basic net loss per share is calculated by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Since the Company was in a loss position for all periods presented, diluted net loss per share is the same as basic net loss per share for all periods, as the inclusion of all potential common shares outstanding is anti-dilutive. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes ("ASC 740"), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of June 30, 2022 and December 31, 2021, the Company did not have any significant uncertain tax positions and no interest or penalties have been charged. The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company is subject to routine audits by taxing jurisdictions. |
Pronouncements Not Yet Adopted | Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement of all expected credit losses for financial assets including trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequent to the issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. This ASU does not change the core principle of the guidance in ASU 2016-13, instead these amendments are intended to clarify and improve operability of certain topics included within the credit losses guidance. The FASB also subsequently issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Derivatives and Hedging (Topic 815), and Financial Instruments (Topic 825), which did not change the core principle of the guidance in ASU 2016-13 but clarified that expected recoveries of amounts previously written off and expected to be written off should be included in the valuation account and should not exceed amounts previously written off and expected to be written off. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities, excluding smaller reporting companies. Early adoption is permitted. As a smaller reporting company, the guidance will be effective for the Company during the first quarter of 2023. The Company is in the process of assessing the impact adoption will have on its consolidated financial statements. |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets at June 30, 2022 and December 31, 2021 consisted of the following: June 30, 2022 December 31, 2021 Prepaid clinical trial expenses $ 34,663 $ 97,557 Prepaid insurance 117,856 678,672 Other prepaid and current assets 215,642 172,986 Total prepaid expenses and other current assets $ 368,161 $ 949,215 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Changes in Fair Value of Level 3 Liabilities | The following table sets forth a summary of changes in the fair value of Level 3 liabilities, the warrants issued in connection with the Company's merger with Flex Pharma in 2019 ("Flex Warrants"), which are measured at fair value on a recurring basis for the six months ended June 30, 2022: Description Balance at December 31, 2021 Change in Fair Value Balance at June 30, 2022 Warrant liability $ 14,518 $ 12,235 $ 2,283 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Variables Used in Black-Scholes Model | Variables used in the Black-Scholes model are as follows: June 30, 2022 December 31, 2021 Discount rate 2.96% 0.97% Expected life (years) 2.56 years 3.06 years Expected volatility 126.46% 125.58% Expected dividend —% —% |
EQUITY-BASED COMPENSATION (Tabl
EQUITY-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Fair Value Assumptions | Six Months Ended June 30 2022 2021 Risk-free interest rate 1.62%-1.70% 1.09% - 1% Volatility 125.19% 126.42% 131.06% 133.35% Expected life (years) 5.00-6.00 6.00 Expected dividend yield 0% 0% |
Summary of Stock Option Activity | The following table summarizes stock option activity for employees and non-employees for the six months ended June 30, 2022 and 2021: Shares Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2020 1,563,972 $2.78 9.47 $175,770 Granted 68,500 $1.13-$1.49 Exercised — Forfeited (45,000) — Expired — Outstanding at June 30, 2021 1,587,472 $2.77 8.99 $307,100 Exercisable at June 30, 2021 156,519 $17.64 6.90 $33,750 Outstanding at December 31, 2021 1,597,972 $2.75 8.50 $— Granted 1,284,000 $ 0.47 Exercised — Forfeited (12,000) Expired — Outstanding at June 30, 2022 2,869,972 $1.74 8.70 $— Exercisable at June 30, 2022 856,891 $4.13 7.81 $— |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||||
Impairment charges of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 17,807,776 | 9,520,698 |
GRANT RECEIVABLE FROM CPRIT (De
GRANT RECEIVABLE FROM CPRIT (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Grants receivable from CPRIT | $ 1.6 | $ 1.6 |
PREPAID EXPENSES AND OTHER CU_3
PREPAID EXPENSES AND OTHER CURRENT ASSETS - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid clinical trial expenses | $ 34,663 | $ 97,557 |
Prepaid insurance | 117,856 | 678,672 |
Other prepaid and current assets | 215,642 | 172,986 |
Total prepaid expenses and other current assets | $ 368,161 | $ 949,215 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2022 | Dec. 31, 2011 |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Continued payments, percent of net sales | 1% | |
University of Utah Research Foundation | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Ownership percentage by noncontrolling owner | 2% |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 3 - Recurring | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2021 | $ 14,518 |
Change in Fair Value | 12,235 |
Balance at June 30, 2022 | $ 2,283 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||||||||||||
Apr. 26, 2022 USD ($) | Apr. 22, 2022 $ / shares shares | Jan. 12, 2022 USD ($) shares | Jul. 01, 2021 d $ / shares shares | Mar. 08, 2021 USD ($) $ / shares shares | Feb. 05, 2021 shares | Jun. 30, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) shares | Mar. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) shares | Apr. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | Jul. 19, 2019 $ / shares shares | |
Class of Stock [Line Items] | |||||||||||||||
Aggregate purchase price | $ | $ 2,000,000 | $ 1,987,900 | $ 0 | ||||||||||||
Cash payment | $ | $ 1,500,000 | $ 1,500,000 | $ 0 | ||||||||||||
Shares issued, value | $ | $ 23,000,000 | $ 1,987,376 | $ 487,900 | $ 26,850,021 | |||||||||||
Common stock, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 15.17 | $ 1.182 | |||||||||||||
Expected life (years) | 5 years | 2 years 6 months 21 days | 2 years 6 months 21 days | 5 years 6 months | 3 years 21 days | 5 years | |||||||||
Warrants and rights exercisable, term | 6 months | ||||||||||||||
Warrants exercised for cash (in shares) | 0 | ||||||||||||||
Proceeds from warrants exercised for cash | $ | $ 0 | $ 1,485,351 | |||||||||||||
Warrants outstanding (in shares) | 14,752,165 | 14,752,165 | |||||||||||||
Number of shares called by warrants (in shares) | 142,711 | ||||||||||||||
Consecutive trading days | d | 10 | ||||||||||||||
Wedbush | Satisfy Success Fee | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 18.90 | ||||||||||||||
Expected life (years) | 5 years | ||||||||||||||
Number of shares called by warrants (in shares) | 42,928 | ||||||||||||||
Sales Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued (in shares) | 6,300,000 | 0 | 2,820,493 | ||||||||||||
Shares issued, value | $ | $ 6,300,000 | ||||||||||||||
Purchase Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Proceeds from sale of stock | $ | $ 2,300,000 | ||||||||||||||
Common Stock | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued (in shares) | 1,000,000 | 16,806,722 | 9,339,436 | 1,000,000 | 19,627,215 | ||||||||||
Shares issued, value | $ | $ 500,000 | $ 934 | $ 100 | $ 1,963 | |||||||||||
Price per share (in dollar per share) | $ / shares | $ 1.3685 | ||||||||||||||
Warrants exercised for cash (in shares) | 1,298,567 | 1,298,567 | |||||||||||||
Common Stock | Purchase Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 9,339,436 | ||||||||||||||
Common stock, par value (in dollar per share) | $ / shares | $ 0.0001 | ||||||||||||||
Price per share (in dollar per share) | $ / shares | $ 0.25 | ||||||||||||||
Warrant | Purchase Agreement | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Number of shares issued (in shares) | 7,004,578 | ||||||||||||||
Percentage of share sold | 75% | ||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 0.3399 | ||||||||||||||
Maximum | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Exercise price (in dollar per share) | $ / shares | $ 0.3399 | $ 1.15 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Variables used in Black-Scholes Model (Details) | Jun. 30, 2022 | Apr. 30, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Expected life (years) | 2 years 6 months 21 days | 5 years 6 months | 3 years 21 days | 5 years | 5 years |
Discount rate | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | 2.96% | 0.97% | |||
Expected volatility | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | 126.46% | 125.58% | |||
Expected dividend | |||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||
Warrants measurement input | 0% | 0% |
EQUITY-BASED COMPENSATION - Nar
EQUITY-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of stock options granted (in shares) | 1,284,000 | 68,500 |
Fair value | $ 0.5 | $ 0.1 |
Unrecognized compensation cost, options | $ 1.2 | $ 1.1 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, contractual term | 10 years | |
Unrecognized compensation cost, recognition period | 2 years 7 months 6 days | |
Minimum | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Maximum | Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
2015 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares remaining available for grant of stock awards (in shares) | 1,108,976 |
EQUITY-BASED COMPENSATION - Sch
EQUITY-BASED COMPENSATION - Schedule of Fair Value Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.62% | 1.09% |
Risk-free interest rate, maximum | 1.70% | 1% |
Volatility, minimum | 125.19% | 131.06% |
Volatility, maximum | 126.42% | 133.35% |
Expected life (years) | 6 years | |
Expected dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 5 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years |
EQUITY-BASED COMPENSATION - Sum
EQUITY-BASED COMPENSATION - Summary of Stock Option Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | ||||
Outstanding, beginning balance (in shares) | 1,597,972 | 1,563,972 | 1,563,972 | |
Granted (in shares) | 1,284,000 | 68,500 | ||
Exercised (in shares) | 0 | 0 | ||
Forfeited (in shares) | (12,000) | (45,000) | ||
Expired (in shares) | 0 | 0 | ||
Outstanding, ending balance (in shares) | 2,869,972 | 1,587,472 | 1,597,972 | 1,563,972 |
Exercisable (in shares) | 856,891 | 156,519 | ||
Weighted-Average Exercise Price | ||||
Weighted-average exercise price, beginning balance (in dollar per share) | $ 2.75 | $ 2.78 | $ 2.78 | |
Granted, weighted-average exercise price (in dollar per share) | 0.47 | |||
Forfeited, weighted-average exercise price (in dollar per share) | 0 | |||
Weighted-average exercise price, ending balance (in dollar per share) | 1.74 | 2.77 | $ 2.75 | $ 2.78 |
Exercisable, weighted-average exercise price (in dollar per share) | $ 4.13 | $ 17.64 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Outstanding, weighted-average remaining contractual term | 8 years 8 months 12 days | 8 years 11 months 26 days | 8 years 6 months | 9 years 5 months 19 days |
Exercisable, weighted-average remaining contractual term | 7 years 9 months 21 days | 6 years 10 months 24 days | ||
Outstanding, aggregate intrinsic value | $ 0 | $ 307,100 | $ 0 | $ 175,770 |
Exercisable, aggregate intrinsic value | $ 0 | $ 33,750 | ||
Minimum | ||||
Weighted-Average Exercise Price | ||||
Granted, weighted-average exercise price (in dollar per share) | $ 1.13 | |||
Maximum | ||||
Weighted-Average Exercise Price | ||||
Granted, weighted-average exercise price (in dollar per share) | $ 1.49 |