Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Hoth Therapeutics, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 13,437,473 | |
Amendment Flag | false | |
Entity Central Index Key | 0001711786 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Entity File Number | 001-38803 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash | $ 4,120,565 | $ 1,690,866 |
Marketable equity securities, at fair value | 1,290,022 | 803,664 |
Prepaid expenses | 79,563 | 110,072 |
Deferred offering cost | 30,484 | |
Total current assets | 5,490,150 | 2,635,086 |
Note receivable | 50,000 | |
Property and equipment, net | 124 | 1,043 |
Investment in joint venture | 410,000 | |
Restricted cash | 200,000 | |
Total assets | 5,950,274 | 2,836,129 |
Current liabilities | ||
Accounts payable | 22,919 | 403,885 |
Accrued expenses | 132,452 | 36,236 |
Accrued license fee - current portion | 132,500 | |
Total current liabilities | 287,871 | 440,121 |
Accrued license fee | 285,000 | |
Total liabilities | 572,871 | 440,121 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Preferred stock value | ||
Common stock, $0.0001 par value, 75,000,000 shares authorized, 13,435,901 and 10,119,844 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 1,343 | 1,012 |
Additional paid-in-capital | 24,036,222 | 14,610,638 |
Accumulated deficit | (18,656,671) | (12,215,642) |
Accumulated other comprehensive loss | (3,491) | |
Total stockholders’ equity | 5,377,403 | 2,396,008 |
Total liabilities and stockholders’ equity | 5,950,274 | 2,836,129 |
Series A Convertible Preferred Stock | ||
Stockholders’ equity | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 13,435,901 | 10,119,844 |
Common stock, shares outstanding | 13,435,901 | 10,119,844 |
Series A Convertible Preferred Stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,897,250 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating costs and expenses | ||||
Research and development | $ 517,839 | $ 490,266 | $ 2,092,763 | $ 1,013,950 |
Research and development - licenses acquired (including stock-based compensation) | 231,090 | 50,000 | 625,605 | 70,000 |
Compensation and related expenses (including stock-based compensation) | 667,694 | 336,838 | 1,225,090 | 791,773 |
Professional fees (including stock-based compensation) | 620,620 | 643,311 | 2,176,683 | 1,481,675 |
Rent | 7,525 | 8,354 | 18,533 | 23,617 |
Other expenses | 122,063 | 171,675 | 360,424 | 416,380 |
Total operating expenses | 2,166,831 | 1,700,444 | 6,499,098 | 3,797,395 |
Loss from operations | (2,166,831) | (1,700,444) | (6,499,098) | (3,797,395) |
Other income | ||||
Other income, net | 49,908 | 4,412 | 58,069 | 4,412 |
Total other income | 49,908 | 4,412 | 58,069 | 4,412 |
Net loss | $ (2,116,923) | $ (1,696,032) | $ (6,441,029) | $ (3,792,983) |
Weighted average number of common shares outstanding, basic and diluted (in Shares) | 13,434,884 | 9,886,759 | 12,001,987 | 8,842,905 |
Net loss per share, basic and diluted (in Dollars per share) | $ (0.16) | $ (0.17) | $ (0.54) | $ (0.43) |
Net loss | $ (2,116,923) | $ (1,696,032) | $ (6,441,029) | $ (3,792,983) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (2,829) | (3,491) | ||
Total comprehensive loss | $ (2,119,752) | $ (1,696,032) | $ (6,444,520) | $ (3,792,983) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Cumulative Translation Adjustment | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2018 | $ 310 | $ 507 | $ 4,665,154 | $ (4,511,006) | $ 154,965 | |
Balance (in Shares) at Dec. 31, 2018 | 3,102,480 | 5,071,400 | ||||
Conversion of preferred stock to common stock upon completion of the IPO | $ (310) | $ 310 | ||||
Conversion of preferred stock to common stock upon completion of the IPO (in Shares) | (3,102,480) | 3,102,480 | ||||
Issuance common stock and warrants, net of offering cost | $ 41 | 1,610,089 | 1,610,130 | |||
Issuance common stock and warrants, net of offering cost (in Shares) | 407,424 | |||||
Cashless warrant exercise | $ 22 | (22) | ||||
Cashless warrant exercise (in Shares) | 223,877 | |||||
Issuance common stock in the IPO, net of offering cost | $ 125 | 5,840,042 | 5,840,167 | |||
Issuance common stock in the IPO, net of offering cost (in Shares) | 1,250,000 | |||||
Warrant exercise | $ 2 | 161 | 163 | |||
Warrant exercise (in Shares) | 16,333 | |||||
Stock-based compensation | $ 5 | 496,831 | 496,836 | |||
Stock-based compensation (in Shares) | 46,248 | |||||
Net loss | (3,792,983) | (3,792,983) | ||||
Balance at Sep. 30, 2019 | $ 1,012 | 12,612,255 | (8,303,989) | 4,309,278 | ||
Balance (in Shares) at Sep. 30, 2019 | 10,117,762 | |||||
Balance at Jun. 30, 2019 | $ 967 | 10,795,410 | (6,607,957) | 4,188,420 | ||
Balance (in Shares) at Jun. 30, 2019 | 9,668,256 | |||||
Issuance common stock and warrants, net of offering cost | $ 41 | 1,610,089 | 1,610,130 | |||
Issuance common stock and warrants, net of offering cost (in Shares) | 407,424 | |||||
Stock-based compensation | $ 4 | 206,756 | 206,760 | |||
Stock-based compensation (in Shares) | 42,082 | |||||
Net loss | (1,696,032) | (1,696,032) | ||||
Balance at Sep. 30, 2019 | $ 1,012 | 12,612,255 | (8,303,989) | 4,309,278 | ||
Balance (in Shares) at Sep. 30, 2019 | 10,117,762 | |||||
Balance at Dec. 31, 2019 | $ 1,012 | 14,610,638 | (12,215,642) | 2,396,008 | ||
Balance (in Shares) at Dec. 31, 2019 | 10,119,844 | |||||
Issuance common stock and warrants, net of offering cost | $ 145 | 4,193,611 | 4,193,756 | |||
Issuance common stock and warrants, net of offering cost (in Shares) | 1,449,275 | |||||
Issuance common stock in the IPO, net of offering cost | $ 182 | 4,474,818 | 4,475,000 | |||
Issuance common stock in the IPO, net of offering cost (in Shares) | 1,818,182 | |||||
Cancellation of common stock | $ (2) | 2 | ||||
Cancellation of common stock (in Shares) | (15,000) | |||||
Warrant exercise | $ 6 | 56,244 | 56,250 | |||
Warrant exercise (in Shares) | 56,250 | |||||
Stock-based compensation | 700,909 | 700,909 | ||||
Stock-based compensation (in Shares) | 7,350 | |||||
Cumulative translation adjustment | (3,491) | (3,491) | ||||
Net loss | (6,441,029) | (6,441,029) | ||||
Balance at Sep. 30, 2020 | (3,491) | $ 1,343 | 24,036,222 | (18,656,671) | 5,377,403 | |
Balance (in Shares) at Sep. 30, 2020 | 13,435,901 | |||||
Balance at Jun. 30, 2020 | (662) | $ 1,343 | 23,375,090 | (16,539,748) | 6,836,023 | |
Balance (in Shares) at Jun. 30, 2020 | 13,433,267 | |||||
Stock-based compensation | 661,132 | 661,132 | ||||
Stock-based compensation (in Shares) | 2,634 | |||||
Cumulative translation adjustment | (2,829) | (2,829) | ||||
Net loss | (2,116,923) | (2,116,923) | ||||
Balance at Sep. 30, 2020 | $ (3,491) | $ 1,343 | $ 24,036,222 | $ (18,656,671) | $ 5,377,403 | |
Balance (in Shares) at Sep. 30, 2020 | 13,435,901 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance common stock and warrants net of offering cost | $ 806,243 |
Issuance common stock in the IPO net of offering cost | $ 525,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (6,441,029) | $ (3,792,983) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 919 | 916 |
Research and development-acquired license, expensed | 525,000 | 70,000 |
Stock-based compensation | 700,909 | 496,836 |
Realized gain on marketable securities | 11,060 | |
Unrealized gain on marketable securities | (49,024) | (4,398) |
Changes in assets and liabilities: | ||
Prepaid expenses | 30,509 | (101,540) |
Accounts payable | (254,266) | (116,967) |
Net cash used in operating activities | (5,475,922) | (3,448,136) |
Cash flows from investing activities | ||
Purchase of investments in joint venture | (410,000) | |
Purchase of research and development licenses | (107,500) | (70,000) |
Purchase of marketable securities | (1,500,000) | (800,000) |
Purchase of convertible promissory note in Isoprene | (50,000) | |
Sale of marketable securities | 1,051,606 | |
Net cash used in investing activities | (1,015,894) | (870,000) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock in the IPO, net of offering cost | 5,840,167 | |
Proceeds from issuance common stock and warrants, net of offering cost | 4,193,756 | 1,610,130 |
Proceeds from issuance common stock, net of offering cost | 4,475,000 | |
Proceeds from exercise of warrants | 56,250 | 163 |
Net cash provided by financing activities | 8,725,006 | 7,450,460 |
Effect of exchange rate changes on cash and cash equivalents | (3,491) | |
Net increase in cash | 2,229,699 | 3,132,324 |
Cash and restricted cash, beginning of period | 1,890,866 | 282,621 |
Cash and restricted cash, end of period | 4,120,565 | 3,414,945 |
Non-cash investing and financing activities | ||
Conversion of preferred stock to common stock upon completion of the IPO | 310 | |
Cancellation and retirement of common stock | 2 | |
Cashless warrant exercise | $ 22 |
Organization and Description of
Organization and Description of Business Operations | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization and description of business operations | Note 1-Organization and description of business operations Hoth Therapeutics, Inc. (together with its wholly-owned subsidiary, Hoth Therapeutics Australia Pty Ltd., the “Company”) was incorporated under the laws of the State of Nevada on May 16, 2017. The Company’s primary asset is a license agreement with the University of Cincinnati that was assigned to the Company by Chelexa Biosciences, Inc. pursuant to which the University of Cincinnati has granted the Company an exclusive license to use its BioLexa Platform (as defined herein), a proprietary, patented, drug compound platform. The license enables the Company to develop the platform for all indications in humans. The Company’s initial focus will be on the treatment of eczema and other dermatological indications. The BioLexa Platform combines a U.S. Food and Drug Administration (“FDA”) approved zinc chelator with one or more approved antibiotics in a topical dosage form to address unchecked eczema flare-ups by preventing the formation of infectious biofilms and the resulting clogging of sweat ducts which trigger symptoms. To the Company’s knowledge, it is the first product candidate intended to prevent the symptom triggering flare-ups rather than simply treating symptoms when they occur. Liquidity and capital resources Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements - Going Concern The Company has funded its operations from proceeds from the sale of equity and debt securities. The Company will require significant additional capital to make the investments it needs to execute its longer-term business plan. The Company’s ability to successfully raise sufficient funds through the sale of debt or equity securities when needed is subject to many risks and uncertainties and, even if it were successful, future equity issuances would result in dilution to its existing stockholders and future debt securities may contain covenants that limit the Company’s operations or ability to enter into certain transactions. The Company’s current cash is sufficient to fund operations for at least the next 12 months; however, the Company will need to raise additional funding through strategic relationships, public or private equity or debt financings, grants or other arrangements to develop and seek regulatory approvals for the Company’s existing and new product candidates. If such funding is not available, or not available on terms acceptable to the Company, the Company’s current development plan and plans for expansion of its general and administrative infrastructure may be curtailed. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Significant accounting policies | Note 2-Significant accounting policies Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and 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 opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 2, 2020. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary, Hoth Therapeutics Australia Pty Ltd, which was incorporated under the laws of the State of Victoria in Australia on June 5, 2019. All intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s condensed consolidated financial statements relate to the stock-based compensation, the valuation of investments and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on March 2, 2020. Restricted Cash The following table provides a summary of the Company’s cash and restricted cash total as presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and a reconciliation of cash and restricted cash from consolidated balance sheet to consolidated statements of cash flow for the year ended December 31, 2019: September 30, September 30, December 31, Cash $ 4,120,565 $ 3,214,945 $ 1,690,866 Restricted cash - 200,000 200,000 Total cash and restricted cash $ 4,120,565 $ 3,414,945 $ 1,890,866 The $0.2 million restricted cash was deposited into a third-party escrow account in order to provide a source of funding for certain indemnification obligations the Company has pursuant to its Qualified Independent Underwriter Engagement Agreement. On May 29, 2020, the $0.2 million restricted cash in the escrow account was returned to the Company. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company’s net loss: As of September 30, Potentially dilutive securities 2020 2019 Warrants 1,235,266 1,032,692 Options 739,212 - Non-vested restricted stock units 12,516 15,282 Total 1,986,994 1,047,974 Investment in joint venture Ownership interests in entities for which the Company has significant influence that are not consolidated are accounted for as equity method investments. SEC Staff Announcement: Accounting for Limited Partnership Investments (codified in Accounting Standards Codification (“ASC”) 323-30-S99-1) guidance requires the use of the equity method unless the investor’s interest “is so minor that the limited partner may have virtually no influence over partnership operating and financial policies.” The SEC staff’s position is that investments in limited partnerships of greater than 3% to 5% are considered more than minor and, therefore, should be accounted for using the equity method or fair value option. Investments accounted for using the equity method may be reported on a lag up to three months if financial statements of the investee are not available in sufficient time for the investor to apply the equity method as of the current reporting date. The determination of whether an investee’s results are recorded on a lag is made on an investment-by-investment basis. This investment in joint venture is further described in Note of 7 these financial statements. Recent accounting pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect on the Company’s condensed consolidated financial statements. |
License Agreements
License Agreements | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
License agreements | Note 3-License agreements The following summarizes the Company’s research and development expenses for licenses acquired (including stock-based compensation) during three and nine months ended September 30, 2020 and 2019: For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 The George Washington University $ 153,590 $ 2,500 $ 195,605 $ 2,500 Isoprene Pharmaceuticals, Inc. 30,000 - 30,000 - University of Cincinnati 17,500 7,500 35,000 7,500 University of Maryland and Isoprene Pharmaceuticals, Inc. - - - 10,000 Virginia Commonwealth University 30,000 - 365,000 - Zylö Therapeutics, Inc. - 40,000 - 50,000 $ 231,090 $ 50,000 $ 625,605 $ 70,000 Chelexa Biosciences, Inc. and the University of Cincinnati On May 14, 2020, the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) with Chelexa Biosciences, Inc. (“Chelexa”) pursuant to which Chelexa assigned to the Company its rights and obligations in and to and liabilities under its license agreement with the University of Cincinnati dated February 27, 2013, as amended (the “University of Cincinnati License Agreement”). In consideration for the assignment, the Company agreed to forgive all amounts due to it by Chelexa and to pay to Chelexa certain royalty payments. In connection with the Assignment Agreement, on May 14, 2020, the Company entered into a novation agreement (the “Novation Agreement”) with Chelexa and the University of Cincinnati pursuant to which the parties agreed that the Company would be substituted in place of Chelexa with respect to the rights and obligations of Chelexa set forth in the University of Cincinnati License Agreement. In connection with the Assignment Agreement, on May 14, 2020, the Company entered into a royalty agreement (the “Royalty Agreement”) with Chelexa pursuant to which the Company shall pay Chelexa sales-based royalties at percentages which range from mid to high single digits, with high sales volumes being subject to lower royalty rates and total milestone payments of $3.5 million. Pursuant to the University of Cincinnati License Agreement, the Company was granted an exclusive license to make, use, have made, import, offer for sale, and sell products based upon or involving the use of (i) topical compositions comprising a zinc chelator and gentamicin and (ii) zinc chelators to inhibit biofilm formation (the “BioLexa Platform” or “BioLexa”). In addition, the University of Cincinnati granted the Company the right to issue exclusive and nonexclusive sublicenses (with the right to further sublicense to third parties) to make, use, have made, import, offer for sale, and sell products based upon the BioLexa Platform. The term of such agreement will expire on the later of April 16, 2034 and the last to expire patent in the patent rights granted to the Company (the “Term”). The Company shall, in its sole discretion, have the first right of refusal to renew the Term. The Company is subject to total milestone payments of $6,000, royalty payments, annual license maintenance fees, and has agreed to pay the University of Cincinnati for certain out-of-pocket expenses including, but not limited to, payments for patent prosecution. The George Washington University Effective as of June 1, 2019, the Company and The George Washington University (“GW”) entered into a sponsored research agreement (the “Sponsored Research Agreement”), as amended on July 29, 2019 and May 29, 2020, with respect to the exploration of the potential use of HT-001 for topical and/or systemic therapy to counter the dermatological related side-effects of Erlotinib therapy in cancer patients. Pursuant to the terms of the Sponsored Research Agreement, GW granted the Company a non-exclusive license to certain of GW’s intellectual property. The Company has agreed to pay GW for all costs incurred in connection with the research; provided, however, such costs shall not exceed approximately $0.5 million. The Sponsored Research Agreement shall terminate on June 30, 2021. The Sponsored Research Agreement may be terminated by either party upon 30 days written notice. On June 28, 2019 (the “Effective Date”), the Company and GW entered into a research option agreement (the “Research Option Agreement”) pursuant to which GW granted the Company an option (the “Option”) until April 30, 2020 to acquire an exclusive license to certain products made or used by the Company (the “GW Licensed Product”) that involve certain patents owned by GW (the “Licensed Patents”). On February 1, 2020, the Company exercised the Option and entered into a patent license agreement (the “Patent License Agreement”) with GW. On the Effective Date, the Company paid GW $2,500, and on February 27, 2020, the Company paid GW $10,000 as a license initiation fee. Until the first commercial sale of the GW Licensed Product, the Company shall pay (i) $75,000 per year for the development and commercialization of the GW Licensed Product, (ii) $2,000 for license maintenance fees on the first anniversary of the Effective Date and (iii) $5,000 for license maintenance fees commencing on the second anniversary of the Effective Date and thereafter. Furthermore, the Company shall be required to pay GW a sublicense fee equal to a certain percentage of the sum of payments plus the fair market value of all other consideration of any kind received by the Company from sublicensees during each quarter as follows: a 40% sublicense fee until the first anniversary of the Effective Date, a 30% sublicense fee until the third anniversary of the Effective Date and a 20% sublicense fee after the third anniversary of the Effective Date; provided, however, such sublicense fee shall exclude certain fees paid to the Company such as certain royalties, equity investments, loan proceeds and sponsored research funding. The Company shall also pay GW milestone payments of up to an aggregate of $90,000 and sales-based royalties at a low single digit percentage, subject to certain minimum royalty requirements. In addition, during each Option Exercise Period and Renewal Period (as defined in the Research Option Agreement) the Company shall pay GW, on a quarterly basis, for all costs and expenses related to the GW Licensed Patents (the “Patent Costs”). On August 7, 2020 (the “GW Effective Date”), the Company entered into a Patent License Agreement (the “GW Patent License Agreement”) with the GW. Pursuant to the GW Patent License Agreement, GW granted the Company an exclusive, worldwide, royalty bearing license to certain intellectual property that can be used to develop a device designed to detect the presence of SARS-CoV-2. Specifically, the GW Patent License Agreement permits the Company to make, have made, use, import, offer for sale and sell Licensed Products (as defined in the GW Patent License Agreement) in the field of virus sensing and detection. The GW Patent License Agreement shall commence on the GW Effective Date and shall continue until the later of: (a) the expiration or abandonment of the last patent to expire or become abandoned of the Patent Rights (as defined in the GW Patent License Agreement); or (b) ten years after the first Sale (as defined in the GW Patent License Agreement) of the first Licensed Product if no patent has issued from the Patent Rights, unless terminated earlier pursuant to the terms of the agreement. Pursuant to the GW Patent License Agreement, the Company shall pay GW: (i) an upfront license initiation fee, (ii) annual maintenance fees commencing on the first anniversary of the GW Effective Date, (iii) milestone payments ranging from the low to mid five figures, (iv) running royalty payments at a middle single digit percentage of Net Sales (as defined in the GW License Agreement), (iv) quarterly minimum payments ranging from the low four figures for the first four quarters after the first sale to low five figures commencing three years after the first sale and (v) an annual diligence fee of high five figures. In addition, the Company has agreed to reimburse GW for certain past and future patent filing and prosecution costs. On September 17, 2020, the Company entered into a Sponsored Research Agreement (the “Agreement”) with GW effective as of September 1, 2020 (the “Agreement Effective Date”). The Agreement relates to the development of a diagnostic device for the detection of SARS-CoV-2 via a mobile device as an aid in the diagnosis of the COVID-19 infection. The Agreement commences on the Agreement Effective Date and terminates on July 31, 2021 unless such term is extended by the parties. Pursuant to the Agreement, the Company shall pay GW up to a mid-six figure fee for all research costs. University of Maryland and Isoprene Pharmaceuticals, Inc. On March 8, 2019, the Company entered into a commercial evaluation sublicense and option agreement (the “Commercial Evaluation Sublicense and Option Agreement”) with the University of Maryland, Baltimore (“UMB”) and Isoprene Pharmaceuticals, Inc. (“Isoprene”). Pursuant to the agreement, the Company paid an initial option and material access fee of $5,000 to UMB and $5,000 to Isoprene. In the event that Isoprene enters into a master license agreement with UMB (the “MLA”), UMB shall permit Isoprene to grant an exclusive option to the Company to negotiate and obtain an exclusive sublicensable, worldwide royalty-bearing license to the subject technology (the “Isoprene-Hoth Option”); provided, however, in the event Isoprene does not enter into the MLA, UMB may grant the Company an option to negotiate and obtain an exclusive sublicensable, worldwide royalty-bearing license to the subject technology (the “UMB-Hoth Option”). If the Company exercises the Isoprene-Hoth Option, it shall pay Isoprene an option exercise fee of $20,000. If the Company exercises the UMB-Hoth Option, it shall pay UMB an option exercise fee of $20,000. On July 30, 2020 (the “Isoprene Effective Date”), the Company entered into a Sublicense Agreement (the “Isoprene Sublicense Agreement”) with Isoprene pursuant to the Commercial Evaluation Sublicense and Option Agreement. Pursuant to the Isoprene Sublicense Agreement, Isoprene granted the Company an exclusive sublicense to certain intellectual property (i) to make, have made, use, sell, offer to sell and import certain licensed products, (ii) in connection therewith, to use certain inventions and licensed materials and (iii) to practice the Patent Rights (as defined in the Isoprene Sublicense Agreement) for the treatment of dermatological conditions or diseases. The Isoprene Sublicense Agreement will continue on a country-by-country basis until the expiration of the last to expire of the Patent Rights in such country, unless earlier terminated pursuant to the Isoprene Sublicense Agreement (the “Isoprene Term”). Pursuant to the Isoprene Sublicense Agreement, the Company shall pay Isoprene, among other things, (i) a license fee, (ii) a royalty rate at a middle single digit percentage, (iii) milestone payments of up to $1,375,000 and (iv) revenue interest at a low single digit percentage based on the net revenue of covered products sold by Isoprene during the Isoprene Term. North Carolina State University On November 20, 2019 (the “NCSU Effective Date”), the Company entered into a license agreement with North Carolina State University (“NCSU”) pursuant to which NCSU granted the Company an exclusive license to, among other things, develop, make, use, offer and sell certain licensed products throughout the world with respect to HT-004 for treating allergic diseases. The term of the license agreement shall commence on the NCSU Effective Date and shall continue until the date of the expiration of the last to expire patent right granted pursuant to the license agreement unless terminated earlier pursuant to the terms of the agreement. Pursuant to the terms of the license agreement, the Company paid NCSU a one-time license fee $25,000 and is also required to pay (i) sales-based royalties at a low single digit percentage, (ii) minimum royalties ranging from $0 to $50,000 and (iii) milestone payments of up to $585,000. University of Cincinnati On May 18, 2018, the Company entered into an exclusive license agreement with the University of Cincinnati for a patented, novel genetic marker for food allergies. The genetic marker licensed by the Company from the University of Cincinnati may be used to (i) identify at risk infants in predicting food allergies, including peanut and milk allergies, (ii) identify a person’s predisposition to an allergic reaction, thereby avoiding such reaction and (iii) determine an individual’s propensity to develop atopic dermatitis, such as eczema. The Company intends to utilize the genetic marker for purposes of determining an individual’s propensity to develop eczema as well as to identify and treat allergies in at-risk infants. Pursuant to the terms of the exclusive license agreement, the Company paid the University of Cincinnati a minimum annual royalty fee of $5,000 and has agreed to pay the University of Cincinnati an annual license fee of $5,000 initially due and payable within 30 days of the one year anniversary of the exclusive license agreement and every year thereafter and milestone payments of up to $120,000. The exclusive license agreement will continue until the later of (i) the date upon which a valid claim pursuant to the terms of the exclusive license agreement expires or (ii) 10 years after the first commercial sale or unless earlier terminated pursuant to the terms of the exclusive license agreement. Virginia Commonwealth University On May 18, 2020 (the “VCU Effective Date”), the Company entered into an Exclusive License Agreement (the “VCU License Agreement”) with the Virginia Commonwealth University Intellectual Property Foundation (“VCU”). Pursuant to the VCU License Agreement, VCU granted the Company an exclusive, royalty bearing license to a novel peptide developed by researchers at VCU that may be used to slow the transmission of SARS-CoV-2 (the “VCU Licensed Patent”) and a non-exclusive royalty bearing, worldwide license with respect to the Licensed Technical Information Patents (as defined in the VCU License Agreement) to make, have made, use, offer to sell, sell and import the Licensed Products (as defined in the VCU License Agreement) and perform the Licensed Services (as defined in the VCU License Agreement). The VCU License Agreement shall commence on the VCU Effective Date and shall continue until the expiration of the last to expire VCU Licensed Patent unless terminated earlier pursuant to the terms of the agreement. Pursuant to the VCU License Agreement, the Company shall pay VCU: (i) an upfront license issue fee, (ii) running royalty payments at a low single digit percentage of Net Sales (as defined in the VCU License Agreement), (iii) annual maintenance fees commencing on the first anniversary of the VCU Effective Date, (iv) annual minimum payments ranging from the mid five figures to low six figures commencing on the second anniversary of the VCU Effective Date and (v) milestone payments ranging from the mid five figures to low six figures. In addition, the Company has agreed to reimburse VCU for certain patent filing and prosecution costs. During the nine months ended September 30, 2020, the Company paid the signing fee of $50,000 upon execution of the VCU License Agreement. Pursuant to the VCU License Agreement, the Company has agreed to pay VCU an annual license fee and to make annual minimum payments. On June 29, 2020, the Company entered into a Sponsored Project Agreement (the “VCU Sponsored Project Agreement”) with VCU for the development of a potential COVID-19 treatment using the license to a novel peptide granted to the Company by VCU. The VCU Sponsored Project Agreement shall terminate on January 9, 2021, unless earlier terminated pursuant to the terms thereof. Zylö Therapeutics Inc. On August 19, 2019 (the “Zylö Effective Date”), the Company entered into an exclusive sublicense agreement (the “Sublicense Agreement”) with Zylö Therapeutics, Inc. (“Zylö”) pursuant to which Zylö granted to the Company an exclusive sublicense to the Licensed Patent Rights (as defined in the Sublicense Agreement) and the Licensed Technology (as defined in the Sublicense Agreement) to, among other things, develop, make and sell the Licensed Products (as defined in the Sublicense Agreement) and to practice the Licensed Technology in the United States and Canada for any and all uses within the Field. “Field” means all therapeutic uses related to lupus in human beings, subject to the Field Expansion Rights (as defined in the Sublicense Agreement). The term of the Sublicense Agreement shall commence on the Zylö Effective Date and shall continue until the latest of (i) ten years from the date of First Commercial Sale (as defined in the Sublicense Agreement) of the Licensed Product in such country and (ii) expiration of the last to expire Valid Claim (as defined in the Sublicense Agreement) of the Licensed Patent Rights that would be infringed by the composition, use or sale of such Licensed Product in such country. Pursuant to the terms of the Sublicense Agreement, the Company and Zylö shall establish a joint development committee to plan, review, coordinate and oversee the Company’s development activities with respect to the Licensed Products in the Field. Pursuant to the Sublicense Agreement, the Company paid Zylö an upfront license fee of $50,000 and is required to pay Zylö (i) sales-based royalties at percentages which range from high single digits to low double digits, with low sales volumes being subject to lower royalty rates; and (ii) total milestone payments of up to $13.5 million. In addition, in connection with the Company’s March 2020 underwritten public offering of shares of its common stock, on May 4, 2020, the Company purchased 30,000 shares of Zylö’s Class B common stock for $60,000. Effective January 1, 2018, the Company adopted ASU 2016-01 concerning recognition and measurement of financial assets and financial liabilities. In adopting this new guidance, the Company has made an accounting policy election to adopt an adjusted cost method measurement alternative for its investment in Zylö. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Premiums Receivable Disclosure [Abstract] | |
Note Receivable | Note 4-Note Receivable Pursuant to Isoprene Sublicense Agreement dated July 30, 2020, the Company made an investment of $50,000 in Isoprene in the form of a convertible promissory note (the “Isoprene Note”) on September 10, 2020. The Isoprene Note matures on September 10, 2022 and accrues interest at a rate equal to the lower of: (i) the highest lawful rate permitted under applicable law and (ii) 6% per annum. The Isoprene Note may not be prepaid without the prior written consent of the Company. In the event a Qualified Financing (as defined below) occurs before the Isoprene Note is repaid in full or the conversion of such note pursuant to a Change of Control (as defined in the Isoprene Note) transaction, the Isoprene Note may be converted into such number of convertible preferred stock issued in the Qualified Financing equal to the balance of such note divided by the Capped Conversion Price (as defined below). “Qualified Financing” means the first sale of Isoprene’s convertible preferred in a private financing that results in gross proceeds of at least $5 million. “Capped Conversion Price” means the lesser of (i) the per share or unit price in the Qualified Financing and (ii) an amount determined by dividing (A) $15 million by (B) the fully diluted capitalization Isoprene immediately prior to the conversion of the Isoprene Note. In the event a Change of Control occurs before the Isoprene Note is repaid in full or the conversion of such note pursuant to a Qualified Financing, the Isoprene Note may be converted into such number of shares of Isoprene’s common stock equal to the quotient obtained by dividing (i) the balance of the Isoprene Note by (ii) two times the fair market value of a share of Isoprene common stock as set for in the acquisition agreement pertaining to such Change of Control. |
Related Party
Related Party | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party | Note 5-Related Party A former director of the Company, is also the Executive Chairman of Chelexa. During the nine months ended September 30, 2020, such former director received $22,500 in cash compensation for services provided as a member of the Company’s board of directors (the “Board” or “Board of Directors”). On September 30, 2020, this director resigned as a member of the Company’s Board of Directors. A former director of the Company, is also the Chief Executive Officer, Principal Accounting and Financial Officer and a member of the board of directors of AIkido Pharma Inc. (formerly known as Spherix Incorporated). During the nine months ended September 30, 2020, such former director received $8,700 in cash compensation for services provided as a member of the Company’s Board of Directors. On April 15, 2020, this director resigned as a member of the Company’s Board of Directors and its committees. Options issued to him expired on July 15, 2020, which is further described in Note of 8 these financial statements. During the nine months ended September 30, 2020, the Company issued an aggregate of 7,350 shares of the Company’s common stock to members of the Company’s Board for services rendered. |
Fair Value of Financial Assets
Fair Value of Financial Assets | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets | Note 6-Fair Value of Financial Assets FASB ASC 820, Fair Value Measurements The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The Company’s financial instruments include cash, marketable securities and accounts payable. The fair value of these financial instruments approximates their carrying value due to the short-term nature. With respect to the Company’s investment in a joint venture, the fair value of this investment approximates its carrying value due to the minimal transaction activity within this joint venture. The following table presents the Company’s assets and liabilities that are measured at fair value at September 30, 2020 and December 31, 2019: Fair value measured at September 30, 2020 Total at September 30, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 1,290,022 $ 1,290,022 $ - $ - Fair value measured at December 31, 2019 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 803,664 $ 803,664 $ - $ - Fair Value Measurements on a Non-Recurring Basis The Company measures the fair value of certain assets on a non-recurring basis, generally quarterly, annually, or when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. These assets include the investment in joint venture accounted for using the equity method and investment in Zylö for using cost method. When the Company determines that the carrying value of these assets may not be recoverable, the Company records the assets at fair value with the loss recognized in the condensed consolidated statements of operations and comprehensive loss. In such cases, the Company measures the fair value of these assets using the techniques discussed above under the Level 3 category. |
Investment in HaloVax
Investment in HaloVax | 9 Months Ended |
Sep. 30, 2020 | |
Investment In Halovax [Abstract] | |
Investment in HaloVax | Note 7-Investment in HaloVax On March 23, 2020, the Company entered into a Development and Royalty Agreement (the “Development and Royalty Agreement”) with Voltron Therapeutics, Inc. (“Voltron”) to form a joint venture entity named HaloVax, LLC (“HaloVax”) to jointly develop potential product candidates for the prevention of COVID-19 based upon certain technology that had been exclusively licensed by Voltron from The General Hospital Corporation (d/b/a Massachusetts General Hospital). Pursuant to the Development and Royalty Agreement, the Company is entitled to receive sales-based royalties. In addition, pursuant to the terms of the Development and Royalty Agreement, on March 23, 2020, the Company and HaloVax entered into a Membership Interest Purchase Agreement pursuant to which the Company purchased 5% of HaloVax’s outstanding membership interests for $250,000 on March 27, 2020 (the “Initial Closing Date”) and shall have the option to purchase up to an additional 25% of HaloVax’s membership interests (for $3,000,000 (inclusive of the $250,000)), which option shall expire 30 days after the Initial Closing Date. On May 28, 2020, the Company entered into a membership interest purchase agreement to purchase 1% of HaloVax’s outstanding membership interest for a purchase price of $100,000. As such, the Company accounts for those investments under the equity method. There was no significant change in HaloVax’s operations from March 23, 2020 to September 30, 2020. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 8-Stockholders’ Equity Common Stock On January 17, 2020, pursuant to the termination and general release agreement between the Company and FON Consulting LLC, 15,000 of the shares originally issued to FON Consulting LLC were cancelled. On February 5, 2020, the Company issued 12,500 shares of common stock upon exercise of warrants issued to an investor on January 19, 2018, which resulted in gross proceeds of $12,500. On March 6, 2020, the Company issued 25,000 shares of common stock upon exercise of the warrants issued to an investor on December 13, 2017, which resulted in gross proceeds of $25,000. On April 15, 2020, the Company issued each of two directors 3,333 shares of the Company’s common stock pursuant to the Company’s 2018 Equity Incentive Plan which shares vest in 36 equal monthly installments with the first installment vesting on the date of grant. On May 18, 2020, the Company issued 6,250 shares of common stock upon exercise of warrants issued to an investor on February 2, 2018, which resulted in gross proceeds of $6,250. On June 3, 2020, the Company issued 12,500 shares of common stock upon exercise of warrants issued to an investor on November 20, 2017, which resulted in gross proceeds of $12,500. During the nine months ended September 30, 2020, the Company issued an aggregate of 7,350 shares of the Company’s common stock to members of the Company’s Board for services rendered. Public Offering of Securities On March 24, 2020 (the “UA Effective Date”), the Company entered into an underwriting agreement with Laidlaw & Company (UK) Ltd. (“Laidlaw”), the representative of the underwriters, relating to a best efforts underwritten public offering of 1,449,275 shares (the “Shares”) of the Company’s common stock at a public offering price of $3.45 per Share. The Company received net proceeds of approximately $4.2 million, after deducting the underwriting discount and offering expenses. In connection with the offering, the Company issued Laidlaw warrants to purchase up to 72,464 shares of the Company’s common stock, representing 5% of the aggregate number of Shares sold in the offering. The warrants will be exercisable for a period of five years from the UA Effective Date at a price per share equal to $4.14 (120% of the public offering price per Share) and are exercisable on a “cashless” basis. The Company has reimbursed Laidlaw for certain of its out-of-pocket expenses incurred in connection with the offering. On May 21, 2020 (the “Benchmark Effective Date”), the Company entered into an underwriting agreement with The Benchmark Company, LLC (“Benchmark”), as representative of the several underwriters, relating to the public offering of 1,818,182 shares of the Company’s common stock at a price to the public of $2.75 per share. The Company received net proceeds of approximately $4.5 million, after deducting the underwriting discount and offering expenses. In connection with the offering, the Company issued Benchmark warrants to purchase 90,909 shares of the Company’s common stock. The warrants are exercisable for a period of five years commencing six months from the Benchmark Effective Date at a price per share equal to $2.75 and are exercisable on a “cashless” basis. Restricted Stock Awards On April 15, 2020, the Company issued each of two directors 3,333 shares of the Company’s common stock pursuant to the Company’s 2018 Equity Incentive Plan which shares vest in 36 equal monthly installments with the first installment vesting on the date of grant. A summary of the Company’s restricted stock grants under the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) during the nine months ended September 30, 2020 is as follows: Number of Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2019 13,200 $ 0.25 Granted 6,666 3.00 Vested (7,350 ) 0.66 Nonvested at September 30, 2020 12,516 $ 1.47 As of September 30, 2020, the Company had approximately $12,000 of unrecognized stock-based compensation expense which was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards is approximately 1.47 years at September 30, 2020. Stock Options On July 8, 2020, the compensation committee of the Board of Directors approved the issuance of ten-year options to purchase up to 49,212 shares of the Company’s common stock at an exercise price of $2.54 per share pursuant to the 2018 Plan to an advisor for services to be rendered. The aggregate grant date fair value of these options was approximately $0.1 million. The stock options vested in full upon grant. On July 15, 2020, an option to purchase up to 35,000 shares of the Company’s common stock originally issued on December 24, 2019 to a former board member expired after such board member’s resignation from the board effective as of on April 15, 2020. On July 21, 2020, the Company’s Board of Directors approved the issuance of ten-year options to purchase an aggregate of 200,000 shares of the Company’s common stock at an exercise price of $3.05 per share pursuant to the 2018 Plan to directors and certain officers of the Company in consideration for services rendered. The aggregate grant date fair value of these options was approximately $0.5 million. The stock options vested in full upon grant. A summary of option activity under the Company’s stock option plan for nine months ended September 30, 2020 is presented below: Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2019 525,000 $ 5.32 $ 457,250 9.4 Employee options issued 200,000 3.05 - 9.8 Non - employee options issued 49,212 2.54 - 9.8 Forfeited (35,000 ) - - - Outstanding as of September 30, 2020 739,212 $ 4.52 $ - 9.0 Options vested and exercisable 739,212 $ 4.52 $ - 9.0 Warrants Pursuant to the Patent License Agreement between the Company and GW dated February 1, 2020, on February 27, 2020 (the “February Warrant Date of Issuance”), the Company issued GW warrants (the “February Warrants”) to purchase up to 22,988 shares of the Company’s common stock at an exercise price of $4.35 per share. The February Warrants vest as follows: 20% upon the February Warrant Date of Issuance and the balance, or 80% of the February Warrants shall vest in four equal annual installments of 20% on each anniversary of the February Warrant Date of Issuance. Pursuant to the GW Patent License Agreement between the Company and GW dated August 7, 2020, on August 10, 2020 (the “August Warrant Date of Issuance”), the Company issued GW ten year warrants (the “August Warrants”) to purchase up to 72,463 shares of the Company’s common stock at an exercise price of $2.76 per share. The August Warrants vest as follows: 20% upon the August Warrant Date of Issuance and the balance, or 80% of the August Warrants shall vest in four equal annual installments of 20% on each anniversary of the August Warrant Date of Issuance. In connection with the public offering of securities discussed above, the Company granted to Laidlaw and Benchmark warrants to purchase up to 72,464 and 90,909 shares of the Company’s common stock, respectively. A summary of warrant activity for the nine months ended September 30, 2020 is as follows: Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2019 1,032,692 $ 2.91 $ 3,725,745 4.2 Issued 258,824 3.28 - 5.2 Exercised (56,250 ) 1.00 - - Outstanding as of September 30, 2020 1,235,266 $ 3.07 $ 696,334 3.7 Warrants exercisable as of September 30, 2020 1,158,906 $ 3.07 $ 696,334 3.7 The Company has determined that the warrants should be accounted as a component of stockholders’ equity. Stock Based Compensation Stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 was as follows: For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 Employee stock option awards $ 487,963 $ - $ 487,963 $ 199,182 Non-employee stock option awards 100,104 - 100,104 - Employee restricted stock awards 4,475 2,210 12,237 8,499 Non-employee restricted stock awards - 204,550 - 204,550 Non-employee stock warrant awards 68,590 - 100,605 84,605 $ 661,132 $ 206,760 $ 700,909 $ 496,836 Employee related stock-based compensation is recognized as “compensation and related expenses” and non-employee related stock-based compensation is recognized as “professional fees” or “research and development - licenses acquired” in the condensed statements of operations and comprehensive loss. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Note 9-Commitments and contingencies Office lease The Company leases office space for approximately $2,000 a month. Rent expense for the nine months ended September 30, 2020 and 2019 was approximately $19,000 and $24,000, respectively. Litigation From time to time, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. |
Risk and Uncertainties
Risk and Uncertainties | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Risk and Uncertainties | Note 10-Risk and Uncertainties The outbreak of the novel Coronavirus (COVID-19) has evolved into a global pandemic. The Coronavirus has spread to many regions of the world. The extent to which the Coronavirus impacts the Company’s business and operating results will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may emerge concerning the Coronavirus and the actions to contain the Coronavirus or treat its impact, among others. As a result of the continuing spread of the Coronavirus, certain aspects of the Company’s business operations have been delayed, and the Company may be subject to additional delays or interruptions. Specifically, as a result of the shelter-in-place orders and other mandated local travel restrictions, among other things, the research and development activities of certain of the Company’s partners have been affected, resulting in delays to the Company’s clinical trials, and the Company can provide no assurance as to when such trials will resume at this time or the revised timeline to complete trials once resumed. Furthermore, site initiation, participant recruitment and enrollment, participant dosing, distribution of clinical trial materials, study monitoring and data analysis may be paused or delayed due to changes in hospital or university policies, federal, state or local regulations, prioritization of hospital resources toward pandemic efforts, or other reasons related to the pandemic. If the Coronavirus continues to spread, some participants and clinical investigators may not be able to comply with clinical trial protocols. For example, quarantines or other travel limitations (whether voluntary or required) may impede participant movement, affect sponsor access to study sites, or interrupt healthcare services, and the Company may be unable to conduct its clinical trials. Further, if the spread of the Coronavirus pandemic continues and our operations are adversely impacted, the Company risks a delay, default and/or nonperformance under existing agreements which may increase our costs. These cost increases may not be fully recoverable or adequately covered by insurance. Infections and deaths related to the pandemic may disrupt the United States’ healthcare and healthcare regulatory systems. Such disruptions could divert healthcare resources away from, or materially delay FDA review and/or approval with respect to, the Company’s clinical trials. It is unknown how long these disruptions could continue, were they to occur. Any elongation or de-prioritization of the Company’s clinical trials or delay in regulatory review resulting from such disruptions could materially affect the development and study of the Company’s product candidates. The Company currently utilizes third parties to, among other things, manufacture raw materials. If any third-party party in the supply chain for materials used in the production of the Company’s product candidates are adversely impacted by restrictions resulting from the Coronavirus outbreak, the Company’s supply chain may be disrupted, limiting the Company’s ability to manufacture its product candidates for its clinical trials and research and development operations. The spread of the Coronavirus, which has caused a broad impact globally, including restrictions on travel and quarantine policies put into place by businesses and governments, may have a material economic effect on the Company’s business. While the potential economic impact brought by and the duration of the pandemic may be difficult to assess or predict, it has already caused, and is likely to result in further, significant disruption of global financial markets, which may reduce our ability to access capital either at all or on favorable terms. In addition, a recession, depression or other sustained adverse market event resulting from the spread of the Coronavirus could materially and adversely affect the Company’s business and the value of its common stock. The ultimate impact of the current pandemic, or any other health epidemic, is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, its clinical trials, its research programs, healthcare systems or the global economy as a whole. However, these effects could have a material impact on the Company’s operations, and the Company will continue to monitor the situation closely. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 11-Subsequent events The Company evaluates events that have occurred after the balance sheet date but before the condensed consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements other than disclosed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and 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 opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 2, 2020. The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company’s wholly-owned subsidiary, Hoth Therapeutics Australia Pty Ltd, which was incorporated under the laws of the State of Victoria in Australia on June 5, 2019. All intercompany balances and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The most significant estimates in the Company’s condensed consolidated financial statements relate to the stock-based compensation, the valuation of investments and the valuation allowance of deferred tax assets resulting from net operating losses. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on March 2, 2020. |
Restricted Cash | Restricted Cash The following table provides a summary of the Company’s cash and restricted cash total as presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2020 and 2019 and a reconciliation of cash and restricted cash from consolidated balance sheet to consolidated statements of cash flow for the year ended December 31, 2019: September 30, September 30, December 31, Cash $ 4,120,565 $ 3,214,945 $ 1,690,866 Restricted cash - 200,000 200,000 Total cash and restricted cash $ 4,120,565 $ 3,414,945 $ 1,890,866 The $0.2 million restricted cash was deposited into a third-party escrow account in order to provide a source of funding for certain indemnification obligations the Company has pursuant to its Qualified Independent Underwriter Engagement Agreement. On May 29, 2020, the $0.2 million restricted cash in the escrow account was returned to the Company. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. Since the Company had a net loss in the periods presented, basic and diluted net loss per common share are the same. The following were excluded from the computation of diluted shares outstanding due to the losses for each period presented, as they would have had an anti-dilutive impact on the Company’s net loss: As of September 30, Potentially dilutive securities 2020 2019 Warrants 1,235,266 1,032,692 Options 739,212 - Non-vested restricted stock units 12,516 15,282 Total 1,986,994 1,047,974 |
Investment in joint venture | Investment in joint venture Ownership interests in entities for which the Company has significant influence that are not consolidated are accounted for as equity method investments. SEC Staff Announcement: Accounting for Limited Partnership Investments (codified in Accounting Standards Codification (“ASC”) 323-30-S99-1) guidance requires the use of the equity method unless the investor’s interest “is so minor that the limited partner may have virtually no influence over partnership operating and financial policies.” The SEC staff’s position is that investments in limited partnerships of greater than 3% to 5% are considered more than minor and, therefore, should be accounted for using the equity method or fair value option. Investments accounted for using the equity method may be reported on a lag up to three months if financial statements of the investee are not available in sufficient time for the investor to apply the equity method as of the current reporting date. The determination of whether an investee’s results are recorded on a lag is made on an investment-by-investment basis. This investment in joint venture is further described in Note of 7 these financial statements. |
Recent accounting pronouncements | Recent accounting pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have an effect on the Company’s condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of cash and restricted cash total as presented in the condensed statements of cash flows | September 30, September 30, December 31, Cash $ 4,120,565 $ 3,214,945 $ 1,690,866 Restricted cash - 200,000 200,000 Total cash and restricted cash $ 4,120,565 $ 3,414,945 $ 1,890,866 |
Schedule of anti-dilutive impact on net loss | As of September 30, Potentially dilutive securities 2020 2019 Warrants 1,235,266 1,032,692 Options 739,212 - Non-vested restricted stock units 12,516 15,282 Total 1,986,994 1,047,974 |
License Agreements (Tables)
License Agreements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Retirement Benefits [Abstract] | |
Schedule of research and development expenses for licenses acquired | For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 The George Washington University $ 153,590 $ 2,500 $ 195,605 $ 2,500 Isoprene Pharmaceuticals, Inc. 30,000 - 30,000 - University of Cincinnati 17,500 7,500 35,000 7,500 University of Maryland and Isoprene Pharmaceuticals, Inc. - - - 10,000 Virginia Commonwealth University 30,000 - 365,000 - Zylö Therapeutics, Inc. - 40,000 - 50,000 $ 231,090 $ 50,000 $ 625,605 $ 70,000 |
Fair Value of Financial Assets
Fair Value of Financial Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | Fair value measured at September 30, 2020 Total at September 30, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2020 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 1,290,022 $ 1,290,022 $ - $ - Fair value measured at December 31, 2019 Total at December 31, Quoted prices in active markets Significant other observable inputs Significant unobservable inputs 2019 (Level 1) (Level 2) (Level 3) Assets Marketable securities - mutual funds $ 803,664 $ 803,664 $ - $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option plan | Number of Units Weighted Average Grant Day Fair Value Nonvested at December 31, 2019 13,200 $ 0.25 Granted 6,666 3.00 Vested (7,350 ) 0.66 Nonvested at September 30, 2020 12,516 $ 1.47 |
Schedule of stock option plan | Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2019 525,000 $ 5.32 $ 457,250 9.4 Employee options issued 200,000 3.05 - 9.8 Non - employee options issued 49,212 2.54 - 9.8 Forfeited (35,000 ) - - - Outstanding as of September 30, 2020 739,212 $ 4.52 $ - 9.0 Options vested and exercisable 739,212 $ 4.52 $ - 9.0 |
Schedule of warrant activity | Number of Warrants Weighted Average Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2019 1,032,692 $ 2.91 $ 3,725,745 4.2 Issued 258,824 3.28 - 5.2 Exercised (56,250 ) 1.00 - - Outstanding as of September 30, 2020 1,235,266 $ 3.07 $ 696,334 3.7 Warrants exercisable as of September 30, 2020 1,158,906 $ 3.07 $ 696,334 3.7 |
Schedule of stock-based compensation expense | For the Three Months Ended For the Nine Months Ended 2020 2019 2020 2019 Employee stock option awards $ 487,963 $ - $ 487,963 $ 199,182 Non-employee stock option awards 100,104 - 100,104 - Employee restricted stock awards 4,475 2,210 12,237 8,499 Non-employee restricted stock awards - 204,550 - 204,550 Non-employee stock warrant awards 68,590 - 100,605 84,605 $ 661,132 $ 206,760 $ 700,909 $ 496,836 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Millions | Sep. 30, 2020 | May 29, 2020 |
Significant Accounting Policies (Details) [Line Items] | ||
Escrow Deposit | $ 0.2 | $ 0.2 |
Minimum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Ownership interest, percentage | 3.00% | |
Maximum [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Ownership interest, percentage | 5.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of cash and restricted cash total as presented in the condensed statements of cash flows - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Schedule of cash and restricted cash total as presented in the condensed statements of cash flows [Abstract] | |||
Cash | $ 4,120,565 | $ 1,690,866 | $ 3,214,945 |
Restricted cash | 200,000 | 200,000 | |
Total cash and restricted cash | $ 4,120,565 | $ 1,890,866 | $ 3,414,945 |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of anti-dilutive impact on net loss - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,986,994 | 1,047,974 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,235,266 | 1,032,692 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 739,212 | |
Non-vested restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 12,516 | 15,282 |
License Agreements (Details)
License Agreements (Details) - USD ($) | May 14, 2020 | Jun. 01, 2019 | Mar. 08, 2019 | Jul. 30, 2020 | Feb. 27, 2020 | Nov. 20, 2019 | Aug. 19, 2019 | May 18, 2018 | Sep. 30, 2020 | Feb. 01, 2020 |
License Agreements (Details) [Line Items] | ||||||||||
Commercial evaluation sublicense and option agreement description | the Company entered into a commercial evaluation sublicense and option agreement (the “Commercial Evaluation Sublicense and Option Agreement”) with the University of Maryland, Baltimore (“UMB”) and Isoprene Pharmaceuticals, Inc. (“Isoprene”). Pursuant to the agreement, the Company paid an initial option and material access fee of $5,000 to UMB and $5,000 to Isoprene. | |||||||||
Sublicense Agreement, description | The Isoprene Note matures on September 10, 2022 and accrues interest at a rate equal to the lower of: (i) the highest lawful rate permitted under applicable law and (ii) 6% per annum. The Isoprene Note may not be prepaid without the prior written consent of the Company. In the event a Qualified Financing (as defined below) occurs before the Isoprene Note is repaid in full or the conversion of such note pursuant to a Change of Control (as defined in the Isoprene Note) transaction, the Isoprene Note may be converted into such number of convertible preferred stock issued in the Qualified Financing equal to the balance of such note divided by the Capped Conversion Price (as defined below). “Qualified Financing” means the first sale of Isoprene’s convertible preferred in a private financing that results in gross proceeds of at least $5 million. | |||||||||
George Washington University [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Sponsored research agreement, description | Pursuant to the terms of the Sponsored Research Agreement, GW granted the Company a non-exclusive license to certain of GW’s intellectual property. The Company has agreed to pay GW for all costs incurred in connection with the research; provided, however, such costs shall not exceed approximately $0.5 million | |||||||||
License initiation fee | $ 10,000 | |||||||||
Licensed product, description | (i) $75,000 per year for the development and commercialization of the GW Licensed Product, (ii) $2,000 for license maintenance fees on the first anniversary of the Effective Date and (iii) $5,000 for license maintenance fees commencing on the second anniversary of the Effective Date and thereafter. Furthermore, the Company shall be required to pay GW a sublicense fee equal to a certain percentage of the sum of payments plus the fair market value of all other consideration of any kind received by the Company from sublicensees during each quarter as follows: a 40% sublicense fee until the first anniversary of the Effective Date, a 30% sublicense fee until the third anniversary of the Effective Date and a 20% sublicense fee after the third anniversary of the Effective Date; provided, however, such sublicense fee shall exclude certain fees paid to the Company such as certain royalties, equity investments, loan proceeds and sponsored research funding. The Company shall also pay GW milestone payments of up to an aggregate of $90,000 and sales-based royalties at a low single digit percentage, subject to certain minimum royalty requirements. In addition, during each Option Exercise Period and Renewal Period (as defined in the Research Option Agreement) the Company shall pay GW, on a quarterly basis, for all costs and expenses related to the GW Licensed Patents (the “Patent Costs”). | |||||||||
North Carolina State University [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
License initiation fee | $ 25,000 | |||||||||
North Carolina State University [Member] | Minimum [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Annual royalty fee | 0 | |||||||||
North Carolina State University [Member] | Maximum [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Milestone payments | 585,000 | |||||||||
Annual royalty fee | $ 50,000 | |||||||||
Virginia Commonwealth University [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Annual license fee | $ 50,000 | |||||||||
Assignment Agreement [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Milestone payments | $ 3,500,000 | |||||||||
Licensed Patents [Member] | George Washington University [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Patents paid | $ 2,500 | |||||||||
Isoprene Sublicense Agreement [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Licensed product, description | Pursuant to the Isoprene Sublicense Agreement, the Company shall pay Isoprene, among other things, (i) a license fee, (ii) a royalty rate at a middle single digit percentage, (iii) milestone payments of up to $1,375,000 and (iv) revenue interest at a low single digit percentage based on the net revenue of covered products sold by Isoprene during the Isoprene Term. | |||||||||
License agreement [Member] | University Of Cincinnati [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Milestone payments | $ 120,000 | |||||||||
Initial fee | 5,000 | |||||||||
Annual license fee | $ 5,000 | |||||||||
Expires license term | 10 years | |||||||||
Chelexa BioSciences, Inc. [Member] | University Of Cincinnati [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Milestone payments | $ 6,000 | |||||||||
Isoprene-Hoth Option [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Option exercise fee | $ 20,000 | |||||||||
UMD-Hoth Option [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Option exercise fee | $ 20,000 | |||||||||
Zylö Therapeutics Inc. [Member] | ||||||||||
License Agreements (Details) [Line Items] | ||||||||||
Sublicense Agreement, description | upfront license fee of $50,000 and is required to pay Zylö (i) sales-based royalties at percentages which range from high single digits to low double digits, with low sales volumes being subject to lower royalty rates; and (ii) total milestone payments of up to $13.5 million. In addition, in connection with the Company’s March 2020 underwritten public offering of shares of its common stock, on May 4, 2020, the Company purchased 30,000 shares of Zylö’s Class B common stock for $60,000. |
License Agreements (Details) -
License Agreements (Details) - Schedule of research and development expenses for licenses acquired - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | $ 231,090 | $ 50,000 | $ 625,605 | $ 70,000 |
The George Washington University [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | 153,590 | 2,500 | 195,605 | 2,500 |
Isoprene Pharmaceuticals, Inc. [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | 30,000 | 30,000 | ||
University of Cincinnati [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | 17,500 | 7,500 | 35,000 | 7,500 |
University of Maryland and Isoprene Pharmaceuticals, Inc. [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | 10,000 | |||
Virginia Commonwealth University [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | 30,000 | 365,000 | ||
Zylö Therapeutics, Inc. [Member] | ||||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||||
Total | $ 40,000 | $ 50,000 |
Note Receivable (Details)
Note Receivable (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Premiums Receivable Disclosure [Abstract] | |
Convertible promissory note | $ 50,000 |
Sublicense agreement, description | The Isoprene Note matures on September 10, 2022 and accrues interest at a rate equal to the lower of: (i) the highest lawful rate permitted under applicable law and (ii) 6% per annum. The Isoprene Note may not be prepaid without the prior written consent of the Company. In the event a Qualified Financing (as defined below) occurs before the Isoprene Note is repaid in full or the conversion of such note pursuant to a Change of Control (as defined in the Isoprene Note) transaction, the Isoprene Note may be converted into such number of convertible preferred stock issued in the Qualified Financing equal to the balance of such note divided by the Capped Conversion Price (as defined below). “Qualified Financing” means the first sale of Isoprene’s convertible preferred in a private financing that results in gross proceeds of at least $5 million. |
Conversion price, description | (i) the per share or unit price in the Qualified Financing and (ii) an amount determined by dividing (A) $15 million by (B) the fully diluted capitalization Isoprene immediately prior to the conversion of the Isoprene Note. |
Related Party (Details)
Related Party (Details) | Sep. 30, 2020USD ($)shares |
Common Stock [Member] | |
Related Party (Details) [Line Items] | |
Common stock issued shares (in Shares) | shares | 7,350 |
Director [Member] | |
Related Party (Details) [Line Items] | |
Received in cash compensation | $ 22,500 |
Director [Member] | AIkido Pharma Inc. [Member] | |
Related Party (Details) [Line Items] | |
Received in cash compensation | $ 8,700 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets (Details) - Schedule of assets and liabilities measured at fair value - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Marketable securities - mutual funds | $ 1,290,022 | $ 803,664 |
Quoted prices in active markets (Level 1) [Member] | ||
Assets | ||
Marketable securities - mutual funds | 1,290,022 | 803,664 |
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Marketable securities - mutual funds | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Marketable securities - mutual funds |
Investment in HaloVax (Details)
Investment in HaloVax (Details) | 1 Months Ended | |
May 28, 2020 | Mar. 23, 2020 | |
Investment In Halovax [Abstract] | ||
Description of investment | the Company entered into a membership interest purchase agreement to purchase 1% of HaloVax’s outstanding membership interest for a purchase price of $100,000. | the Company and HaloVax entered into a Membership Interest Purchase Agreement pursuant to which the Company purchased 5% of HaloVax’s outstanding membership interests for $250,000 on March 27, 2020 (the “Initial Closing Date”) and shall have the option to purchase up to an additional 25% of HaloVax’s membership interests (for $3,000,000 (inclusive of the $250,000)), which option shall expire 30 days after the Initial Closing Date. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Aug. 10, 2020 | Jul. 15, 2020 | Jul. 08, 2020 | Jun. 03, 2020 | Mar. 06, 2020 | Feb. 05, 2020 | Jul. 21, 2020 | May 21, 2020 | May 18, 2020 | Apr. 15, 2020 | Mar. 24, 2020 | Feb. 27, 2020 | Jan. 17, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Common stock upon exercise of warrants issued | 15,000 | ||||||||||||||
Common stock upon exercise of warrants issued (in Dollars) | $ (2,829) | $ (3,491) | |||||||||||||
Common Stock [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Common stock upon exercise of warrants issued | 12,500 | 25,000 | 6,250 | 3,333 | |||||||||||
Common stock upon exercise of warrants issued (in Dollars) | $ 12,500 | ||||||||||||||
Gross proceeds (in Dollars) | $ 12,500 | $ 25,000 | $ 12,500 | $ 6,250 | |||||||||||
Issuance of shares | 7,350 | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Warrants to purchase of common stock shares | 35,000 | 200,000 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 2.54 | $ 3.05 | |||||||||||||
Stock option fair value (in Dollars) | $ 100,000 | $ 500,000 | |||||||||||||
Warrant [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Warrants to purchase of common stock shares | 72,463 | 22,988 | |||||||||||||
Warrants exercise price (in Dollars per share) | $ 2.76 | $ 4.35 | |||||||||||||
Warrants, description | The August Warrants vest as follows: 20% upon the August Warrant Date of Issuance and the balance, or 80% of the August Warrants shall vest in four equal annual installments of 20% on each anniversary of the August Warrant Date of Issuance. | The February Warrants vest as follows: 20% upon the February Warrant Date of Issuance and the balance, or 80% of the February Warrants shall vest in four equal annual installments of 20% on each anniversary of the February Warrant Date of Issuance. | |||||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Warrants to purchase | 72,464 | ||||||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Warrants to purchase | 90,909 | ||||||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Issuance of shares | 3,333 | ||||||||||||||
Public Offering of Securities [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Underwritten public offering (in Dollars) | $ 1,818,182 | $ 1,449,275 | |||||||||||||
Public offering price (in Dollars per share) | $ 2.75 | $ 3.45 | |||||||||||||
Net proceeds received (in Dollars) | $ 4,500,000 | $ 4,200,000 | |||||||||||||
Warrants to purchase | 90,909 | 72,464 | |||||||||||||
Private Placement of Securities, description | the Company’s common stock, representing 5% of the aggregate number of Shares sold in the offering. The warrants will be exercisable for a period of five years from the UA Effective Date at a price per share equal to $4.14 (120% of the public offering price per Share) and are exercisable on a “cashless” basis. The Company has reimbursed Laidlaw for certain of its out-of-pocket expenses incurred in connection with the offering. | ||||||||||||||
Warrants term | 5 years | ||||||||||||||
Warrant exercisable price (in Dollars per share) | $ 2.75 | ||||||||||||||
Two Directors [Member] | 2018 Equity Incentive Plan [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Unrecognized stock-based compensation expense (in Dollars) | $ 12,000 | $ 12,000 | |||||||||||||
Director [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Weighted average remaining contractual terms of unvested restricted stock | 1 year 171 days | ||||||||||||||
Stock Options [Member] | |||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||
Warrants to purchase of common stock shares | 49,212 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of restricted stock awards activities under the Company's 2018 Equity Incentive Plan | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Schedule of restricted stock awards activities under the Company's 2018 Equity Incentive Plan [Abstract] | |
Number of Units, Nonvested Beginning Balance | shares | 13,200 |
Weighted Average Grant Day Fair Value, Nonvested Beginning balance | $ / shares | $ 0.25 |
Number of Units, Nonvested Ending Balance | shares | 12,516 |
Weighted Average Grant Day Fair Value, Nonvested Ending balance | $ / shares | $ 1.47 |
Number of Units, Granted | shares | 6,666 |
Weighted Average Grant Day Fair Value, Granted | $ / shares | $ 3 |
Number of Units, Vested | shares | (7,350) |
Weighted Average Grant Day Fair Value, Vested | $ / shares | $ 0.66 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of stock option plan - Restricted Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of stock option plan [Line Items] | |
Number of Shares, Outstanding Beginning Balance | shares | 525,000 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 5.32 |
Total Intrinsic Value, Outstanding Beginning Balance | $ | $ 457,250 |
Weighted Average Remaining Contractual Life, Outstanding Beginning Balance | 9 years 146 days |
Number of Shares, Ending Balance | shares | 739,212 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 4.52 |
Total Intrinsic Value, Ending Balance | $ | |
Weighted Average Remaining Contractual Life, Ending Balance | 9 years |
Number of Shares, Options vested and exercisable | shares | 739,212 |
Weighted Average Exercise Price, Options vested and exercisable | $ / shares | $ 4.52 |
Total Intrinsic Value, Options vested and exercisable | $ | |
Weighted Average Remaining Contractual Life, Options vested and exercisable | 9 years |
Number of Shares, Employee options issued | shares | 200,000 |
Weighted Average Exercise Price, Employee options issued | $ / shares | $ 3.05 |
Total Intrinsic Value, Employee options issued | $ | |
Weighted Average Remaining Contractual Life, Employee options issued | 9 years 292 days |
Number of Shares, Non - employee options issued | shares | 49,212 |
Weighted Average Exercise Price, Non - employee options issued | $ / shares | $ 2.54 |
Total Intrinsic Value, Non - employee options issued | $ | |
Weighted Average Remaining Contractual Life, Non - employee options issued | 9 years 292 days |
Number of Shares, Forfeited | shares | (35,000) |
Weighted Average Exercise Price, Forfeited | $ / shares | |
Total Intrinsic Value, Forfeited | $ | |
Weighted Average Remaining Contractual Life, Forfeited |
Stockholders' Equity (Details_3
Stockholders' Equity (Details) - Schedule of warrant activity - Warrants [Member] | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Stockholders' Equity (Details) - Schedule of warrant activity [Line Items] | |
Number of Warrants, Outstanding | 1,032,692 |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares | $ 2.91 |
Total Intrinsic Value, Outstanding (in Dollars) | $ | $ 3,725,745 |
Weighted Average Remaining Contractual Life,Outstanding | 4 years 73 days |
Number of Warrants, Issued | 258,824 |
Weighted Average Exercise Price, Issued (in Dollars per share) | $ / shares | $ 3.28 |
Total Intrinsic Value, Issues (in Dollars) | $ | |
Weighted Average Remaining Contractual Life, Issued | 5 years 73 days |
Number of Warrants, Exercised | (56,250) |
Weighted Average Exercise Price, Exercised (in Dollars per share) | $ / shares | $ 1 |
Total Intrinsic Value, Exercised (in Dollars) | $ | |
Weighted Average Remaining Contractual Life, Exercised | |
Number of Warrants, Outstanding | 1,235,266 |
Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares | $ 3.07 |
Total Intrinsic Value, Outstanding (in Dollars) | $ | $ 696,334 |
Weighted Average Remaining Contractual Life, Outstanding | 3 years 255 days |
Number of Warrants, Warrants exercisable | 1,158,906 |
Weighted Average Exercise Price, Warrants exercisable | 3.07 |
Total Intrinsic Value, Warrants exercisable (in Dollars) | $ | $ 696,334 |
Weighted Average Remaining Contractual Life, Warrants exercisable | 3 years 255 days |
Stockholders' Equity (Details_4
Stockholders' Equity (Details) - Schedule of stock-based compensation expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | $ 661,132 | $ 206,760 | $ 700,909 | $ 496,836 |
Restricted Stock Awards [Member] | Employee common stock awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | 487,963 | 487,963 | 199,182 | |
Restricted Stock Awards [Member] | Non-employee stock option awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | 100,104 | 100,104 | ||
Restricted Stock Awards [Member] | Employee restricted stock awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | 4,475 | 2,210 | 12,237 | 8,499 |
Restricted Stock Awards [Member] | Non-employee restricted stock awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | 204,550 | 204,550 | ||
Restricted Stock Awards [Member] | Non-employee warrant awards [Member] | ||||
Stockholders' Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||||
Stock-based compensation | $ 68,590 | $ 100,605 | $ 84,605 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Leases office space | $ 2,000 | |
Rent expense | $ 19,000 | $ 24,000 |