Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | ARTELO BIOSCIENCES, INC. | |
Entity Central Index Key | 0001621221 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 2,855,688 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38951 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 33-1220924 | |
Entity Address Address Line 1 | 505 Lomas Santa Fe | |
Entity Address Address Line 2 | Suite 160 | |
Entity Address City Or Town | Solana Beach | |
Entity Address State Or Province | CA | |
Entity Address Country | US | |
Entity Address Postal Zip Code | 92075 | |
City Area Code | 858 | |
Local Phone Number | 925-7049 | |
Security 12b Title | Common Stock, $0.001 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Trading Symbol | ARTL |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 7,136 | $ 12,162 |
Trading marketable securities | 10,859 | 11,951 |
Available-for-sale securities (amortized cost of $1,524 and $0, respectively) | 1,488 | 0 |
Prepaid expenses and other current assets | 686 | 496 |
Deferred offering costs | 134 | 0 |
Total Current Assets | 20,303 | 24,609 |
Intangible asset | 2,039 | 2,039 |
Available-for-sale securities (amortized cost of $0 and $1,524, respectively) | 0 | 1,519 |
Operating lease right-of-use assets | 70 | 81 |
Other assets | 3 | 3 |
TOTAL ASSETS | 22,415 | 28,251 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 411 | 975 |
Due to related parties | 27 | 21 |
Operating lease liabilities - current portion | 42 | 31 |
Total Current Liabilities | 480 | 1,027 |
Operating lease liabilities | 32 | 57 |
TOTAL LIABILITIES | 512 | 1,084 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, par value $0.001, 416,667 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common Stock, par value $0.001, 50,000,000 shares authorized, 2,855,688 and 2,820,068 shares issued and outstanding, respectively | 3 | 3 |
Additional paid-in capital | 49,970 | 48,120 |
Accumulated deficit | (27,682) | (20,938) |
Accumulated other comprehensive loss | (388) | (18) |
Total Stockholders' Equity | 21,903 | 27,167 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 22,415 | $ 28,251 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Available-for-sale securities amortized cost, current | $ 1,524 | $ 0 |
Available-for-sale securities amortized cost, non current | $ 0 | $ 1,524 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 416,667 | 416,667 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 2,855,688 | 2,820,068 |
Common Stock, Shares Outstanding | 2,855,688 | 2,820,068 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING EXPENSES | ||||
General and administrative | $ 1,316 | $ 1,211 | $ 4,213 | $ 3,884 |
Research and development | 1,078 | 1,034 | 2,598 | 2,311 |
Total Operating Expenses | 2,394 | 2,245 | 6,811 | 6,195 |
Loss from Operations | (2,394) | (2,245) | (6,811) | (6,195) |
OTHER INCOME (EXPENSE) | ||||
Interest income | 0 | 0 | 2 | 1 |
Interest expense | (5) | 0 | (5) | 0 |
Net change in fair value of marketable securities | 69 | 0 | 70 | 2 |
Total other income | 64 | 0 | 67 | 3 |
Provision for income taxes | 0 | 0 | 0 | 0 |
NET LOSS | (2,330) | (2,245) | (6,744) | (6,192) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||||
Unrealized loss on available-for-sale securities | (2) | 0 | (31) | 0 |
Foreign currency translation adjustments | (210) | (12) | (339) | (28) |
Total Other Comprehensive Loss | (212) | (12) | (370) | (28) |
TOTAL COMPREHENSIVE LOSS | $ (2,542) | $ (2,257) | $ (7,114) | $ (6,220) |
Basic and Diluted Loss per Common Share | $ (0.82) | $ (1.37) | $ (2.38) | $ (3.97) |
Basic and Diluted Weighted Average Common Shares Outstanding | 2,849 | 1,635 | 2,833 | 1,561 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Ccmprehensive Income (loss) [Member] |
Balance, shares at Dec. 31, 2020 | 1,008 | ||||
Balance, amount at Dec. 31, 2020 | $ 8,435 | $ 1 | $ 19,924 | $ (11,531) | $ 41 |
Common shares issued for exercise of warrant, shares | 535 | ||||
Common shares issued for exercise of warrant, amount | 6,016 | $ 1 | 6,015 | 0 | 0 |
Common shares issued for services - officers | 11 | 0 | 11 | 0 | 0 |
Stock based compensation | 519 | 0 | 519 | 0 | 0 |
Net loss for the period | (1,695) | 0 | 0 | (1,695) | 0 |
Other comprehensive income | 2 | $ 0 | 0 | 0 | 2 |
Balance, shares at Mar. 31, 2021 | 1,543 | ||||
Balance, amount at Mar. 31, 2021 | 13,288 | $ 2 | 26,469 | (13,226) | 43 |
Balance, shares at Dec. 31, 2020 | 1,008 | ||||
Balance, amount at Dec. 31, 2020 | 8,435 | $ 1 | 19,924 | (11,531) | 41 |
Net loss for the period | (6,192) | ||||
Other comprehensive income | (28) | ||||
Other comprehensive loss | (6,220) | ||||
Balance, shares at Sep. 30, 2021 | 1,644 | ||||
Balance, amount at Sep. 30, 2021 | 11,483 | $ 2 | 29,191 | (17,723) | 13 |
Balance, shares at Mar. 31, 2021 | 1,543 | ||||
Balance, amount at Mar. 31, 2021 | 13,288 | $ 2 | 26,469 | (13,226) | 43 |
Common shares issued for services - officers | 7 | 0 | 7 | 0 | 0 |
Stock based compensation | 609 | 0 | 609 | 0 | 0 |
Net loss for the period | (2,252) | 0 | 0 | (2,252) | |
Other comprehensive income | (18) | $ 0 | 0 | 0 | (18) |
Common shares issued for cash, net of share issuance costs, shares | 73 | ||||
Common shares issued for cash, net of share issuance costs, amount | 1,204 | $ 0 | 1,204 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 1,616 | ||||
Balance, amount at Jun. 30, 2021 | 12,838 | $ 2 | 28,289 | (15,478) | 25 |
Common shares issued for services - officers | 3 | 0 | 3 | 0 | 0 |
Stock based compensation | 502 | 0 | 502 | 0 | 0 |
Net loss for the period | (2,245) | 0 | 0 | (2,245) | 0 |
Other comprehensive income | (12) | $ 0 | 0 | 0 | (12) |
Common shares issued for cash, shares | 28 | ||||
Common shares issued for cash, amount | 397 | $ 0 | 397 | 0 | 0 |
Other comprehensive loss | (2,257) | ||||
Balance, shares at Sep. 30, 2021 | 1,644 | ||||
Balance, amount at Sep. 30, 2021 | 11,483 | $ 2 | 29,191 | (17,723) | 13 |
Balance, shares at Dec. 31, 2021 | 2,820 | ||||
Balance, amount at Dec. 31, 2021 | 27,167 | $ 3 | 48,120 | (20,938) | (18) |
Stock based compensation | 624 | 0 | 624 | 0 | 0 |
Net loss for the period | (1,965) | 0 | 0 | (1,965) | 0 |
Other comprehensive loss | (46) | $ 0 | 0 | 0 | (46) |
Balance, shares at Mar. 31, 2022 | 2,820 | ||||
Balance, amount at Mar. 31, 2022 | 25,780 | $ 3 | 48,744 | (22,903) | (64) |
Balance, shares at Dec. 31, 2021 | 2,820 | ||||
Balance, amount at Dec. 31, 2021 | 27,167 | $ 3 | 48,120 | (20,938) | (18) |
Net loss for the period | (6,744) | ||||
Other comprehensive income | (370) | ||||
Other comprehensive loss | (7,114) | ||||
Balance, shares at Sep. 30, 2022 | 2,856 | ||||
Balance, amount at Sep. 30, 2022 | 21,903 | $ 3 | 49,970 | (27,682) | (388) |
Balance, shares at Mar. 31, 2022 | 2,820 | ||||
Balance, amount at Mar. 31, 2022 | 25,780 | $ 3 | 48,744 | (22,903) | (64) |
Stock based compensation | 619 | 0 | 619 | 0 | 0 |
Net loss for the period | (2,449) | 0 | 0 | (2,449) | 0 |
Other comprehensive income | (112) | $ 0 | 0 | 0 | (112) |
Common shares issued for commitment fee, shares | 20 | ||||
Common shares issued for commitment fee, amount | 0 | $ 0 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 2,840 | ||||
Balance, amount at Jun. 30, 2022 | 23,838 | $ 3 | 49,363 | (25,352) | (176) |
Stock based compensation | 607 | 0 | 607 | 0 | 0 |
Net loss for the period | (2,330) | $ 0 | 0 | (2,330) | 0 |
Other comprehensive income | (212) | ||||
Other comprehensive loss | (2,542) | ||||
Reverse stock split adjustment, shares | 16 | ||||
Reverse stock split adjustment, amount | 0 | $ 0 | 0 | 0 | 0 |
Other comprehensive loss | (212) | $ 0 | 0 | 0 | (212) |
Balance, shares at Sep. 30, 2022 | 2,856 | ||||
Balance, amount at Sep. 30, 2022 | $ 21,903 | $ 3 | $ 49,970 | $ (27,682) | $ (388) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,744) | $ (6,192) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 1,850 | 1,651 |
Net change in fair value of marketable securities | (70) | (2) |
Non-cash lease expense | 28 | 10 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (191) | 17 |
Accounts payable and accrued liabilities | (562) | (342) |
Accounts payable - related parties | 6 | 5 |
Fixed cash payments related to operating leases | (32) | (2) |
Net cash used in operating activities | (5,715) | (4,855) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Investment in trading marketable securities | (10,542) | (5,029) |
Investment in available-for-sale securities | (499) | 0 |
Proceeds from disposition of marketable securities | 11,678 | 3,100 |
Proceeds from disposition of available-for-sale securities | 525 | 0 |
Net cash provided by (used in) investing activities | 1,162 | (1,929) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Common Shares for cash, net | 0 | 1,601 |
Payment of stock issuance costs | (134) | 0 |
Proceeds from exercise of warrants | 0 | 6,016 |
Repayments to related parties | 0 | (7) |
Net cash provided by (used in) financing activities | (134) | 7,610 |
Effect of exchange rate changes on cash | (339) | (23) |
Net change in cash and cash equivalents | (5,026) | 803 |
Cash and cash equivalents - beginning of period | 12,162 | 5,783 |
Cash and cash equivalents - end of period | 7,136 | 6,586 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Initial recognition of the right-of-use asset | 20 | 97 |
Unrealized loss from available-for-sale securities | $ 31 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | |
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS ARTELO BIOSCIENCES, INC. (“we”, “us”, “our”, the “Company”) is a Nevada corporation. The Company was incorporated on May 2, 2011, and is currently based in San Diego County, California. The accounting and reporting policies of the Company conform to generally accepted accounting principles in the United States of America (“GAAP”), and the Company’s fiscal year end is December 31. The Company registered wholly-owned subsidiaries in Ireland, Trinity Reliant Ventures Limited, on November 11, 2016, and in the UK, Trinity Research & Development Limited, on June 2, 2017. On January 8, 2020, Trinity Research and Development Limited changed its name to Artelo Biosciences Limited. The Company incorporated a wholly-owned subsidiary in Canada, Artelo Biosciences Corporation, on March 18, 2020. Operations in the subsidiaries have been consolidated in the financial statements. The Company is a clinical stage biopharmaceutical company focused on the development of therapeutics that target lipid-signaling pathways, including the endocannabinoid system (the “ECS”), a family of receptors and neurotransmitters that form a biochemical communication network throughout the body. COVID-19 As the COVID-19 pandemic is still evolving at this time and much of its impact remains unknown, the Company is not able to predict the impact it may have on the development of its product candidates and business. The severity of the COVID-19 pandemic could also negatively impact the Company’s access to its existing supply chain by delaying the delivery of key raw materials used in its product candidates and therefore delay the delivery of such products for use in its clinical trials. Any of these results could have a material adverse impact to our business. Liquidity The Company has incurred losses since inception and a net loss of $6,744 during the nine months ended September 30, 2022. However, in November 2021, the Company completed an equity offering which generated net proceeds of $18,262. Consequently, the Company’s existing cash resources and the cash received from the equity offering are expected to provide sufficient funds to carry out the Company’s planned operations through the first half of 2024. Additionally, in May 2022, the Company entered into a purchase agreement and a registration rights agreement (the “Equity Line”) with an institutional investor, providing for the sale of up to $20,000 worth of the Company’s common stock, over the thirty-six (36) month term of the purchase agreement. Under the terms and subject to the conditions of the purchase agreement, the Company has the right, but not the obligation, to sell to the institutional investor, and the institutional investor is obligated to purchase, up to $20,000 worth of shares of the Company’s Common Stock. As of September 30, 2022, there have been no sales under the Equity Line. Reverse stock split On August 8, 2022, the Company, filed with the Secretary of State of the State of Nevada a Certificate of Change, pursuant to Nevada Revised Statutes 78.209, to effect a one-for-fifteen (1-for-15) reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding Common Stock, par value $0.001 per share. The Reverse Split was effective as of August 10, 2022. As a result of the Reverse Split, the number of authorized shares of Common Stock has been reduced from 750,000,000 to 50,000,000, while the number of authorized shares of the Company’s preferred stock has been reduced from 6,250,000 to 416,667. All share and per share information in these financial statements retroactively reflect this Reverse Stock Split. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the four-month transition period ended December 31, 2021, contained in the Company’s Form 10-KT filed on March 21, 2022. Basis of Consolidation The financial statements have been prepared on a consolidated basis, with the Company’s wholly-owned subsidiaries, Trinity Reliant Ventures Limited, Artelo Biosciences Limited and Artelo Biosciences Corporation. All intercompany transactions and balances have been eliminated. Net Loss per Share of Common Stock Basic (loss) earnings per share (“EPS”) is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential Common Shares include outstanding stock options and warrants. For the nine months ended September 30, 2022, and 2021, respectively, the following Common Stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. September 30, September 30, 2022 2021 Stock options 313,109 190,613 Warrants 270,053 295,601 583,162 486,214 Cash and Cash Equivalents Cash and cash equivalents include cash in banks, money market funds, commercial paper, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $7,136 and $12,162 in cash and cash equivalents at September 30, 2022, and December 31, 2021, respectively. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250 per institution. The amount in excess of the FDIC insurance as of September 30, 2022, was approximately $6,600. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. Marketable Securities Our investments in debt securities are carried at fair value. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities are charged to income and unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income or loss. The marketable securities held by the Company, classified as trading securities, had an outstanding balance of $10,859 and $11,951 as of September 30, 2022, and December 31, 2021, respectively. The Company’s holdings in US Treasury instruments, classified as available-for-sale investments had an outstanding balance of $1,488 and $1,519 as of September 30, 2022, and December 31, 2021, respectively. Financial Instruments The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments including cash and cash equivalents and accounts payable approximate fair value due to the short-term maturities of these instruments. Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of September 30, 2022, and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total Trading marketable securities Commercial paper $ - $ 10,859 $ - $ 10,859 - 10,859 - 10,859 Available-for sale securities US Treasury - 1,488 - 1,488 - 1,488 - 1,488 $ - $ 12,347 $ - $ 12,347 December 31, 2021 Level 1 Level 2 Level 3 Total Trading marketable securities Commercial paper $ - $ 10,486 $ - $ 10,486 Asset-backed securities - 1,165 - 1,165 Corporate debt securities - 300 - 300 - 11,951 - 11,951 Available-for sale securities US Treasury - 1,519 - 1,519 - 1,519 - 1,519 - 13,470 - 13,470 Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
NOTE 3 - RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS During the nine months ended September 30, 2022, a company owned by the Senior Vice President, European Operations, provided consulting services totaling $30, of which $4 and $5 was outstanding, as of September 30, 2022, and December 31, 2021, respectively. During the nine months ended September 30, 2022, a company significantly influenced by a director of a subsidiary of the Company provided professional services totaling $88, of which $5 and $11 was outstanding as of September 30, 2022, and December 31, 2021, respectively. During the nine months ended September 30, 2022, a company controlled by a director of a subsidiary of the Company provided professional services totaling $61, of which $18 and $5 was outstanding as of September 30, 2022, and December 31, 2021, respectively. |
INTANGIBLE ASSET
INTANGIBLE ASSET | 9 Months Ended |
Sep. 30, 2022 | |
INTANGIBLE ASSET | |
NOTE 4 - INTANGIBLE ASSET | NOTE 4 – INTANGIBLE ASSET The Company has capitalized the costs associated with acquiring the exclusive worldwide license to develop and commercialize products comprising or containing the proprietary therapeutic compound ART27.13, formerly known as NEO1940 as an intangible asset at a value of $2,039 as of September 30, 2022, and December 31, 2021. The amount capitalized consisted of a $1,500 payment and the fair value of 4,087 shares of Common Stock of $539. During the nine months ended September 30, 2022, no additional costs met the criteria for capitalization as an intangible asset. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
EQUITY | |
NOTE 5 - EQUITY | NOTE 5 - EQUITY Preferred shares The Company has authorized 416,667 shares of preferred stock with a par value of $0.001 per share. During the nine months ended September 30, 2022, there were no issuances of preferred stock. No preferred stock was issued and outstanding as of September 30, 2022. Common Shares The Company has authorized 50,000,000 shares of Common Stock with a par value of $0.001 per share. Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought. On May 13, 2022, the Company entered into a purchase agreement and a registration rights agreement (together, the “Lincoln Park Agreements”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”) providing for the purchase by Lincoln Park of up to $20,000 worth of the Company’s Common Stock, over the thirty-six (36) month term of the Lincoln Park Agreements. The Company issued to Lincoln Park 19,532 shares of its Common Stock as commitment shares in consideration for entering into the Lincoln Park Agreements and received no funds in exchange for such commitment shares. Upon initiation of the Lincoln Park Agreements, the Company recorded $134 as a deferred offering cost. As of September 30, 2022, the Company had not issued any equity in accordance with the terms of the Lincoln Park Agreements, and as such, the balance of deferred offering costs was $134. Warrants A summary of activity during the nine months ended September 30, 2022, follows: Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, December 31, 2021 295,601 $ 69.45 2.83 Forfeited - - - Expired (25,548 ) 125.92 - Exercised - - - Outstanding, September 30, 2022 270,053 $ 64.16 2.30 The intrinsic value of the warrants as of September 30, 2022, is $0. All of the outstanding warrants are exercisable as of September 30, 2022. Stock Options Amended and Restated 2018 Equity Incentive Plan On February 15, 2022, 17,177 shares of Common Stock were returned to the option pool and on February 18, 2022, the number of shares of Common Stock reserved for issuance under the 2018 Plan increased by 141,003. Such additional shares were registered on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on April 7, 2022. On May 15, 2022, and July 20, 2022, an additional 6,077 and 1,584 shares, respectively, were returned to the option pool. In June 2022, the Company granted options to certain directors of the Company to purchase a total of 4,002 shares of the Company’s Common Stock with an exercise price of $4.89 and vesting on the earlier of the one-year anniversary of the vesting commencement date or the date prior to the date of the Company’s annual meeting following the vesting commencement date. The vesting commencement date is June 24, 2022. As of September 30, 2022, 622,526 shares are available to be issued under the 2018 Plan. Valuation The Company utilizes the Black-Scholes model to value its stock options. The Company utilized the following assumptions: Nine months ended September 30, 2022 Expected term 5.50 years Expected average volatility 153 % Expected dividend yield - Risk-free interest rate 3.18 % During the nine months ended September 30, 2022, the Company granted 4,002 options valued at $18. During the nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $1,850, of which $1,668 was for related parties, and as of September 30, 2022, $2,356 remains unamortized, of which $1,766 is for related parties. The intrinsic value of the 313,109 options outstanding as of September 30, 2022, is $0. The following is a summary of stock option activity during the nine months ended September 30, 2022: Options Outstanding Weighted Number of Weighted Average Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2021 333,945 $ 24.45 9.36 Granted 4,002 4.89 10.00 Exercised - - - Forfeited/cancelled (24,838 ) 25.69 8.74 Outstanding, September 30, 2022 313,109 $ 24.15 8.66 Exercisable options, September 30, 2022 90,315 $ 37.71 8.14 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
NOTE 6 - COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES The Company has certain financial commitments relating to research and development contracts as of September 30, 2022, as follows: · The Company is invoiced monthly and quarterly in connection with several research and development contracts. · The Company may be obligated to make additional payments related to research and development contracts entered into, dependent on the progress and milestones achieved through the programs. · The Company’s principal executive office is currently located at 505 Lomas Santa Fe Drive, Suite 160, Solana Beach, CA, US. Additionally, we have offices in Dublin, Ireland and outside Manchester, UK, which serve as administrative spaces for managing our subsidiaries Trinity Reliant Ventures, Ltd (Ireland) and Artelo Biosciences Limited (UK). We do not currently own any properties, laboratories, or manufacturing facilities. All leases for our office space, other than for the principal executive office, are month-to-month. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
LEASES | |
NOTE 7 - LEASES | NOTE 7 - LEASES On May 12, 2021, the Company entered into a lease arrangement for office space with Beckman/Lomas LLC, an entity controlled by a close family member of a director. Effective June 1, 2022, the related party had divested its interests in the property, and as such, will no longer constitute a related party transaction. On April 19, 2022, the Company entered into a lease arrangement for office space with an annual rent of $13 (£11) and the term from April 2022 through September 2023. The following summarizes the right-of use asset and lease information about the Company’s operating lease as of September 30, 2022: Nine months ended September 30, 2022 2021 Lease cost Operating lease cost $ 30 $ 11 Other information Cash paid for operating cash flows from operating leases $ 34 $ 3 Right-of-use assets obtained in exchange for new operating lease liability $ 20 $ 97 Weighted-average remaining lease term — operating leases (year) 1.81 2.92 Weighted-average discount rate — operating leases 2.98 % 3.00 % Future non-cancelable minimum lease payments under the operating lease liability as of September 30, 2022, are as follows: Total Year Ended December 31, 2022 - Remaining 3 months 11 2023 41 2024 24 Thereafter - 76 Less: Imputed interest (2 ) Operating lease liabilities 74 Operating lease liability - current 42 Operating lease liability - non-current $ 32 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis Of Presentation | The Company prepares its financial statements in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and GAAP in the United States of America. The accompanying interim financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the Company’s opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2022, are not necessarily indicative of the results for the full year. While management of the Company believes that the disclosures presented herein are adequate and not misleading, these interim financial statements should be read in conjunction with the audited financial statements and the footnotes thereto for the four-month transition period ended December 31, 2021, contained in the Company’s Form 10-KT filed on March 21, 2022. |
Basis Of Consolidation | The financial statements have been prepared on a consolidated basis, with the Company’s wholly-owned subsidiaries, Trinity Reliant Ventures Limited, Artelo Biosciences Limited and Artelo Biosciences Corporation. All intercompany transactions and balances have been eliminated. |
Net Loss per Share Of Common Stock | Basic (loss) earnings per share (“EPS”) is computed based on the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS is computed based on the weighted average number of shares of Common Stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method and as if converted method. Dilutive potential Common Shares include outstanding stock options and warrants. For the nine months ended September 30, 2022, and 2021, respectively, the following Common Stock equivalents were excluded from the computation of diluted net loss per share as the result was anti-dilutive. September 30, September 30, 2022 2021 Stock options 313,109 190,613 Warrants 270,053 295,601 583,162 486,214 |
Cash And Cash Equivalents | Cash and cash equivalents include cash in banks, money market funds, commercial paper, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $7,136 and $12,162 in cash and cash equivalents at September 30, 2022, and December 31, 2021, respectively. Periodically, the Company may carry cash balances at financial institutions more than the federally insured limit of $250 per institution. The amount in excess of the FDIC insurance as of September 30, 2022, was approximately $6,600. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant. |
Marketable Securities | Our investments in debt securities are carried at fair value. Investments in debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale. Realized and unrealized gains and losses on trading debt securities are charged to income and unrealized gains and losses on available-for-sale debt securities are included in other comprehensive income or loss. The marketable securities held by the Company, classified as trading securities, had an outstanding balance of $10,859 and $11,951 as of September 30, 2022, and December 31, 2021, respectively. The Company’s holdings in US Treasury instruments, classified as available-for-sale investments had an outstanding balance of $1,488 and $1,519 as of September 30, 2022, and December 31, 2021, respectively. |
Financial Instruments | The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value 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. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The carrying amounts of the Company’s financial instruments including cash and cash equivalents and accounts payable approximate fair value due to the short-term maturities of these instruments. Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of September 30, 2022, and December 31, 2021: September 30, 2022 Level 1 Level 2 Level 3 Total Trading marketable securities Commercial paper $ - $ 10,859 $ - $ 10,859 - 10,859 - 10,859 Available-for sale securities US Treasury - 1,488 - 1,488 - 1,488 - 1,488 $ - $ 12,347 $ - $ 12,347 December 31, 2021 Level 1 Level 2 Level 3 Total Trading marketable securities Commercial paper $ - $ 10,486 $ - $ 10,486 Asset-backed securities - 1,165 - 1,165 Corporate debt securities - 300 - 300 - 11,951 - 11,951 Available-for sale securities US Treasury - 1,519 - 1,519 - 1,519 - 1,519 - 13,470 - 13,470 |
Recently Issued Accounting Pronouncements | In June 2022, the FASB issued ASU 2022-03, ASC Subtopic “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments in this update are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of antidilutive securities excluded from the computation of earnings | September 30, September 30, 2022 2021 Stock options 313,109 190,613 Warrants 270,053 295,601 583,162 486,214 |
Schedule of fair value on measured on recurring basis | September 30, 2022 Level 1 Level 2 Level 3 Total Trading marketable securities Commercial paper $ - $ 10,859 $ - $ 10,859 - 10,859 - 10,859 Available-for sale securities US Treasury - 1,488 - 1,488 - 1,488 - 1,488 $ - $ 12,347 $ - $ 12,347 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
EQUITY | |
Schedule of warrants activity | Weighted Weighted Number of Average Average shares Exercise Price Life (years) Outstanding, December 31, 2021 295,601 $ 69.45 2.83 Forfeited - - - Expired (25,548 ) 125.92 - Exercised - - - Outstanding, September 30, 2022 270,053 $ 64.16 2.30 |
Stock options valuation assumption | Nine months ended September 30, 2022 Expected term 5.50 years Expected average volatility 153 % Expected dividend yield - Risk-free interest rate 3.18 % |
Schedule of stock option activity | Options Outstanding Weighted Number of Weighted Average Average Remaining life Options Exercise Price (years) Outstanding, December 31, 2021 333,945 $ 24.45 9.36 Granted 4,002 4.89 10.00 Exercised - - - Forfeited/cancelled (24,838 ) 25.69 8.74 Outstanding, September 30, 2022 313,109 $ 24.15 8.66 Exercisable options, September 30, 2022 90,315 $ 37.71 8.14 |
LEASE (Tables)
LEASE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
LEASE (Tables) | |
Schedule of right-of use asset and lease information | Nine months ended September 30, 2022 2021 Lease cost Operating lease cost $ 30 $ 11 Other information Cash paid for operating cash flows from operating leases $ 34 $ 3 Right-of-use assets obtained in exchange for new operating lease liability $ 20 $ 97 Weighted-average remaining lease term — operating leases (year) 1.81 2.92 Weighted-average discount rate — operating leases 2.98 % 3.00 % |
Schedule of future minimum lease payments | Total Year Ended December 31, 2022 - Remaining 3 months 11 2023 41 2024 24 Thereafter - 76 Less: Imputed interest (2 ) Operating lease liabilities 74 Operating lease liability - current 42 Operating lease liability - non-current $ 32 |
ORGANIZATION AND DESCRIPTION _2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Detail Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
May 31, 2022 | Sep. 30, 2022 | Aug. 10, 2022 | Dec. 31, 2021 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ||||
Net Losses | $ (6,744) | |||
Net Proceeds From Issuance of Initial Public Offering | 18,262 | |||
Sale of common stock | $ 20,000 | $ 20,000 | ||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Common stock, shares authorized | 50,000,000 | 750,000,000 | 50,000,000 | |
Preferred stock, shares authorized | 416,667 | 6,250,000 | 416,667 | |
Reverse stock split conversion ratio | 1-for-15 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Dilutive Instruments | 583,162 | 486,214 |
Stock Option [Member] | ||
Dilutive Instruments | 313,109 | 190,613 |
Warrants [Member] | ||
Dilutive Instruments | 270,053 | 295,601 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Trading Marketable Securities | $ 10,859,000 | $ 10,859,000 | $ 11,951,000 |
Trading Marketable Securities Asset-backed securities | 1,165,000 | ||
Trading Marketable Securities commercial paper | 10,859,000 | 10,486,000 | |
Trading Marketable Securities Corporate debt securities | 300,000 | ||
Available-for-sale Securities | 1,488,000 | 1,519,000 | |
Total available for sale securities | 1,488 | 1,519 | |
Total Marketable Securities | 12,347 | 13,470 | |
Fair Value, Inputs, Level 2 [Member] | |||
Trading Marketable Securities | 11,951,000 | ||
Totals Marketable Securities | 12,347,000 | 13,470,000 | |
Marketable Securities | 12,347,000 | 13,470,000 | |
Fair Value, Inputs, Level 2 [Member] | UStreasury [Member] | |||
Available-for-sale Securities Current | 1,488,000 | 1,519,000 | |
Available-for-sale Securities | 1,488,000 | 1,519,000 | |
Fair Value, Inputs, Level 2 [Member] | Commercial Paper [Member] | |||
Totals Marketable Securities | 10,859,000 | 10,486,000 | |
Marketable Securities | 10,859,000 | 10,486,000 | |
Fair Value, Inputs, Level 2 [Member] | Asset Backed Securities [Member] | |||
Totals Marketable Securities | 1,165,000 | ||
Marketable Securities | 1,165,000 | ||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | |||
Totals Marketable Securities | 300,000 | ||
Marketable Securities | 300,000 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | UStreasury [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Asset-backed securities [Member] | |||
Marketable Securities | 0 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | UStreasury [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Commercial Paper [Member] | |||
Marketable Securities | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Asset-backed securitie [Member] | |||
Marketable Securities | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Corporate debt securities [Member] | |||
Marketable Securities | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Narrative) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Federally Insured Limit Amount | $ 250,000 | |
Amount In Excess Of Fdic Insurance Amount | 6,600 | |
Cash And Cash Equivalents | 7,136 | $ 12,162 |
Trading Marketable Securities | 10,859 | 11,951 |
Available-for-sale Security | $ 1,488 | $ 1,519 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Detail Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Influenced by a director [Member] | ||
Outstanding Balance | $ 5 | $ 11 |
Professional Services | 88 | |
Controlled by a director [Member] | ||
Outstanding Balance | 18 | 5 |
Professional Services | 61 | |
Executive Vice President [Member] | ||
Outstanding services | 4 | $ 5 |
Consulting Services | $ 30 |
INTANGIBLE ASSET (Detail Narrat
INTANGIBLE ASSET (Detail Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Intangible Asset | $ 2,039 | $ 2,000,000 |
Represents information of Worldwide License Neo 1940. | ||
Payments To Acquire Intangible Assets | $ 1,500 | |
Number Of Common Stock Payable Recorded | 4,087 | |
Amount Of Stock Options Exercise To Develop Product | $ 539,000 |
EQUITY (Details)
EQUITY (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number Of Shares Outstanding, Beginning | 333,945 | |
Number Of Shares Outstanding, Ending | 313,109 | 333,945 |
Warrants [Member] | ||
Number Of Shares Outstanding, Beginning | 295,601 | |
Number Of Shares Outstanding, Expired | (25,548) | |
Number Of Shares Outstanding, Ending | 270,053 | 295,601 |
Weighted Average Exercie Price, Beginning | $ 69.45 | |
Weighted Average Exercise Price Forfeited | 0 | |
Weighted Average Exercise Price Expired | 125.92 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercie Price, Ending | $ 64.16 | $ 69.45 |
Weighted Average Life (years) | 2 years 3 months 18 days | 2 years 9 months 29 days |
EQUITY (Details1)
EQUITY (Details1) - Stock Option [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Expected term | 5 years 6 months |
Expected average volatility | 153% |
Risk-free interest rate | 3.18% |
EQUITY (Details 2)
EQUITY (Details 2) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
EQUITY | |
Number Of Shares Outstanding, Beginning | shares | 333,945 |
Number Of Option Granted | shares | 4,002 |
Number Of Options Forfeited/cancelled | shares | (24,838) |
Number Of Shares Outstanding, Ending | shares | 313,109 |
Number Of Options Outstanding, Exercisable | shares | 90,315 |
Weighted Average Exercise Price, Outstanding Beginning | $ 24.45 |
Weighted Average Exercise Price, Granted | 4.89 |
Weighted Average Exercise Price, Exercised | 0 |
Weighted Average Exercise Price, Forfeited/cancelled | 25.69 |
Weighted Average Exercise Price, Outstanding Ending | 24.15 |
Weighted Average Exercise Price, Exercisable | $ 37.71 |
Weighted Average Remaining Contractual Life (in Years), Beginning | 9 years 4 months 9 days |
Weighted Average Remaining Contractual Life (in Years), Granted | 10 years |
Weighted Average Remaining Contractual Life (in Years),forfeited/cancelled | 8 years 8 months 26 days |
Weighted Average Remaining Contractual Life (in Years), Ending | 8 years 7 months 28 days |
Weighted Average Remaining Contractual Life (in Years), Exercisable Options | 8 years 1 month 20 days |
EQUITY (Detail Narrative)
EQUITY (Detail Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Aug. 10, 2022 | Jul. 20, 2022 | May 15, 2022 | Feb. 18, 2022 | Feb. 15, 2022 | Dec. 31, 2021 | Aug. 31, 2021 | |
Deferred offering cost | $ 134 | $ 134 | ||||||||||||
Preferred Stock, Shares Authorized | 416,667 | 416,667 | 6,250,000 | 416,667 | ||||||||||
Preferred Stock, Par Value (in Dollars Per Share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | 750,000,000 | 50,000,000 | ||||||||||
Common Stock, Par Value (in Dollars Per Share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Stock Based Compensation | $ 1,668 | |||||||||||||
Unamortized Expense | $ 2,356,000 | 2,356,000 | ||||||||||||
Intrinsic value of stock options Outstanding | $ 0 | $ 0 | ||||||||||||
Number Of Options Outstanding | 313,109 | 313,109 | 333,945 | 2,859,184 | ||||||||||
Common Stock, Shares Issued | 2,855,688 | 2,855,688 | 2,820,068 | |||||||||||
Stock Based Compensation | $ 607,000 | $ 619,000 | $ 624,000 | $ 502,000 | $ 609,000 | $ 519,000 | ||||||||
Warrants [Member] | ||||||||||||||
Intrinsic value of stock options Outstanding | $ 0 | $ 0 | ||||||||||||
Number Of Options Outstanding | 270,053 | 270,053 | 295,601 | |||||||||||
2018 Equity Incentive Plan | ||||||||||||||
Common stock, share options granted | 4,002 | |||||||||||||
Value of Option, Granted | $ 18 | |||||||||||||
Common Stock, Shares Returned | 17,177 | |||||||||||||
Common Stock, Shares Returned option pool | 1,584 | 6,077 | ||||||||||||
Exercise price | $ 4.89 | $ 4.89 | ||||||||||||
Common Stock Reserved For Future Issuance | 141,003 | |||||||||||||
Common Stock, Shares Available To Be Issued | 622,526 | 622,526 | ||||||||||||
2018 Equity Incentive Plan | Director [Member] | ||||||||||||||
Common stock, share options granted | 4,002 | |||||||||||||
May Thirteen Twenty twenty [Member] | ||||||||||||||
Deferred offering cost | $ 134 | $ 134 | ||||||||||||
Common stock Purchase | $ 20,000 | $ 20,000 | ||||||||||||
Common Stock, Shares Issued | 19,532 | 19,532 | ||||||||||||
Related Parties [Member] | ||||||||||||||
Unamortized Expense | $ 1,766 | $ 1,766 | ||||||||||||
Stock Based Compensation | $ 1,584 |
LEASE (Details)
LEASE (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Operating Lease Costs | $ 42 | $ 31 | |
Right-of-use Assets Obtained In Exchange For New Operating Lease Liability | 32 | $ 57 | |
Right-of use asset [Member] | |||
Operating Lease Costs | $ 30 | $ 11 | |
Weighted-average Remaining Lease Term - Operating Lease (year) | 1 year 9 months 21 days | 2 years 11 months 1 day | |
Cash Paid For Operating Cash Flows From Operating Leases | $ 34 | $ 3 | |
Right-of-use Assets Obtained In Exchange For New Operating Lease Liability | $ 20 | $ 97 | |
Weighted-average Discount Rate - Operating Lease | 2.98% | 3% |
LEASE (Details 1)
LEASE (Details 1) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Lease Liability - Current | $ 42 | $ 31 |
Operating Lease Liability - Non-current | 32 | $ 57 |
Operating Lease Liability [Member] | ||
2022 | 11 | |
2023 | 41 | |
2024 | 24 | |
Thereafter | 0 | |
Total | 76 | |
Less: Imputed Interest | (2) | |
Operating Lease Liabilities | 74 | |
Operating Lease Liability - Current | 42 | |
Operating Lease Liability - Non-current | $ 32 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 | |
LEASE (Details) | |
Lease agreement description | On April 19, 2022, the Company entered into a lease arrangement for office space with an annual rent of $13 (£11) and the term from April 2022 through September 2023. |