Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | Hoth Therapeutics, Inc. | |
Trading Symbol | HOTH | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 3,302,113 | |
Amendment Flag | false | |
Entity Central Index Key | 0001711786 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38803 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 82-1553794 | |
Entity Address, Address Line One | 1 Rockefeller Plaza | |
Entity Address, Address Line Two | Suite 1039 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10020 | |
City Area Code | (646) | |
Local Phone Number | 756-2997 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 13,044,382 | $ 6,428,611 |
Marketable equity securities, at fair value | 190,517 | 209,320 |
Prepaid expenses | 193,693 | 88,450 |
Total current assets | 13,428,592 | 6,726,381 |
Investment in joint ventures at fair value | 33,000 | 33,000 |
Total assets | 13,461,592 | 6,759,381 |
Current liabilities: | ||
Accounts payable | 782,831 | 694,989 |
Accrued expenses | 530,103 | 667,742 |
Accrued license fee - current portion | 33,125 | 25,000 |
Total current liabilities | 1,346,059 | 1,387,731 |
Accrued license fee - less current portion | 250,000 | 250,000 |
Total liabilities | 1,596,059 | 1,637,731 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 50,000,000 shares authorized, 3,302,113 and 1,302,113 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 330 | 130 |
Additional paid-in capital | 59,120,450 | 50,198,630 |
Accumulated deficit | (47,282,623) | (45,099,116) |
Accumulated other comprehensive income | 27,376 | 22,006 |
Total stockholders’ equity | 11,865,533 | 5,121,650 |
Total liabilities and stockholders’ equity | $ 13,461,592 | $ 6,759,381 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
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 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 3,302,113 | 1,302,113 |
Common stock, shares outstanding | 3,302,113 | 1,302,113 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating costs and expenses | ||
Research and development | $ 890,845 | $ 948,379 |
Research and development - licenses acquired (including stock-based compensation) | 48,033 | 41,272 |
Compensation and related expenses (including stock-based compensation) | 295,564 | 957,769 |
Professional fees (including stock-based compensation) | 616,375 | 486,701 |
Rent | 15,120 | 13,896 |
Other general and administrative expenses | 326,880 | 212,677 |
Total operating expenses | 2,192,817 | 2,660,694 |
Loss from operations | (2,192,817) | (2,660,694) |
Other income, net | ||
Unrealized gain (loss) on marketable securities | (18,803) | 21,949 |
Dividend income | 28,113 | 25,553 |
Other income, net | 41,685 | |
Total other income, net | 9,310 | 89,187 |
Net loss | (2,183,507) | (2,571,507) |
Other comprehensive income | ||
Foreign currency translation adjustment | 5,370 | (3,730) |
Total comprehensive loss | $ (2,188,877) | $ (2,567,777) |
Net loss per share - basic (in Dollars per share) | $ (0.88) | $ (2.68) |
Weighted average number of common shares outstanding, basic (in Shares) | 2,482,824 | 959,021 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss per share applicable to common stockholders - diluted | $ (0.88) | $ (2.68) |
Weighted average number of common shares outstanding, diluted | 2,482,824 | 959,021 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Balance at Dec. 31, 2021 | $ 96 | $ 43,589,471 | $ (33,727,163) | $ 17,586 | $ 9,882,292 |
Balance (in Shares) at Dec. 31, 2021 | 959,009 | ||||
Stock-based compensation | 577,438 | 577,438 | |||
Stock-based compensation (in Shares) | 24 | ||||
Cumulative translation adjustment | (3,730) | (3,730) | |||
Net loss | (2,571,507) | (2,571,507) | |||
Balance at Mar. 31, 2022 | $ 96 | 44,166,909 | (36,298,670) | 13,856 | 7,884,493 |
Balance (in Shares) at Mar. 31, 2022 | 959,033 | ||||
Balance at Dec. 31, 2022 | $ 130 | 50,198,630 | (45,099,116) | 22,006 | 5,121,650 |
Balance (in Shares) at Dec. 31, 2022 | 1,302,113 | ||||
Exercise of warrants | $ 186 | 1,674 | 1,860 | ||
Exercise of warrants (in Shares) | 1,860,000 | ||||
Stock-based compensation | 10,630 | 10,630 | |||
Common stock and warrants issued in private placement, net of offering costs | $ 14 | 8,909,516 | 8,909,530 | ||
Common stock and warrants issued in private placement, net of offering costs (in Shares) | 140,000 | ||||
Cumulative translation adjustment | 5,370 | 5,370 | |||
Net loss | (2,183,507) | (2,183,507) | |||
Balance at Mar. 31, 2023 | $ 330 | $ 59,120,450 | $ (47,282,623) | $ 27,376 | $ 11,865,533 |
Balance (in Shares) at Mar. 31, 2023 | 3,302,113 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (2,183,507) | $ (2,571,507) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Research and development-acquired license, expensed | 8,125 | 25,000 |
Stock-based compensation | 10,630 | 577,438 |
Unrealized loss (gain) on marketable securities | 18,803 | (21,949) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (96,244) | (92,556) |
Accounts payable and accrued expenses | (47,225) | (52,915) |
Net cash used in operating activities | (2,289,419) | (2,136,489) |
Cash flows from investing activities | ||
Purchase of research and development licenses | (25,000) | |
Net cash used in investing activities | (25,000) | |
Cash flows from financing activities | ||
Proceeds from issuance common stock, common stock warrants and prefunded warrants, net of offering costs | 8,909,530 | |
Proceeds from exercise of warrants | 1,860 | |
Net cash provided by financing activities | 8,911,390 | |
Effect of exchange rate changes on cash and cash equivalents | (6,201) | 4,001 |
Net change in cash | 6,621,971 | (2,161,489) |
Cash, beginning of period | 6,428,611 | 8,538,270 |
Cash, end of period | $ 13,044,382 | $ 6,380,782 |
Organization and Description of
Organization and Description of Business Operations | 3 Months Ended |
Mar. 31, 2023 | |
Organization and Description of Business Operations [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 is a clinical-stage biopharmaceutical company focused on developing new generation therapies for unmet medical needs. The Company is focused on developing (i) a topical formulation for treating side effects from drugs used for the treatment of cancer (HT-001); (ii) a treatment for mast-cell derived cancers and anaphylaxis (HT-KIT); (iii) a treatment for traumatic brain injury and ischemic stroke (HT-TBI); and (iv) a treatment and/or prevention for Alzheimer’s or other neuroinflammatory diseases (HT-ALZ). We also have assets being developed for (i) atopic dermatitis (also known as eczema) (BioLexa); (ii) a treatment for asthma and allergies using inhalational administration (HT-004); and (iii) a treatment for acne as well as inflammatory bowel diseases (HT-003). In addition, the Company is developing a diagnostic device via a mobile device. The Company also has interests in certain other assets being developed by third parties (see Note 4 for a discussion of the Company’s agreement with Zylö Therapeutics, Inc. and Voltron Therapeutics, Inc.). 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 may result in dilution to its existing shareholders and future debt securities may contain covenants that limit the Company’s operations or ability to enter into certain transactions. On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) warrants (the “December Pre-Funded Warrants”) to purchase up to 1,860,000 shares of common stock and (iii) warrants (the “December Common Stock Warrants”) to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant) in a private placement for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses. The closing of the offering occurred on January 3, 2023. Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. Each December Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised on a cashless basis. In addition, pursuant to the terms of the offering, the Company issued to designees of H.C. Wainwright & Co., LLC warrants (“December Wainwright Warrants”) to purchase up to 100,000 shares of the Company’s common stock. The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. The Company believes current cash is sufficient to fund operations for at least the next 12 months from the date of issuance of these financial statements. 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 current and future 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. Reverse Stock Split On October 20, 2022, the Company filed a Certificate of Change (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effectuate a 1-for-25 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding and authorized shares of common stock. The Reverse Stock Split became effective on October 26, 2022. Shareholders who otherwise would have been entitled to receive fractional shares of common stock had their holdings rounded up to the next whole share. All references to common stock, convertible preferred stock conversion ratio, warrants to purchase common stock, options to purchase common stock, restricted stock units, restricted stock awards, share data, per share data and related information contained in the condensed consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 unaudited interim 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 interim 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 31, 2023. 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 significant intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income (loss), stockholder’s equity or cash flows as previously reported. Use of estimates The preparation of condensed consolidated 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 consolidated 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 stock-based compensation 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 may 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, 2022 as filed with the SEC on March 31, 2023. Cash Cash consists of bank accounts and total $13,044,382 and $6,428,611 as of March 31, 2023 and December 31, 2022, respectively. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits at the two financial institutions the Company utilizes for its banking requirements. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash deposits above the FDIC insured amounts totaled $12,221,474 and $5,542,838 as of March 31, 2023 and December 31, 2022, respectively. The Company’s foreign bank accounts are not subject to FDIC insurance. Cash held in the Company’s Australian bank accounts as of March 31, 2023 and December 31, 2022, was $322,908 and $385,771 in U.S. dollars, respectively. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements Fair Value Measurement 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. Investment in joint ventures 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 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 ventures is further described in Note of 4 these consolidated financial statements. Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares 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 March 31, Potentially dilutive securities 2023 2022 Warrants 3,002,840 402,840 Options 104,651 104,651 Non-vested restricted stock awards 3,384 76 Total 3,110,875 507,567 Recent accounting pronouncements Currently, management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material impact on the Company’s condensed consolidated financial statements. |
License Agreements
License Agreements | 3 Months Ended |
Mar. 31, 2023 | |
License Agreement [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 the three months ended March 31, 2023 and 2022: Three Months Ended 2023 2022 The George Washington University $ 41,158 $ 16,272 North Carolina State University — 20,000 Virginia Commonwealth University 6,250 — University of Cincinnati 625 5,000 $ 48,033 $ 41,272 The George Washington University During three months ended March 31, 2023, the Company recorded an expense of $30,000 related to the initiation of a clinical trial. The Company also recorded an expense of $8,658 for the three months ended March 31, 2023 related to warrants granted to The George Washington University (“GW”) pursuant to the patent license agreement with GW dated February 1, 2020 (“GW Patent License Agreement”) and the patent license agreement with GW dated August 7, 2020 (“Second GW Patent License Agreement”). Further, during the three months ended March 31, 2023 and 2022, the Company recorded expenses of $2,500 and $16,272, respectively, for license fees. North Carolina State University During the three months ended March 31, 2023 and 2022, the Company recognized expenses of $0 and $20,000, respectively, for license fees associated with the license agreement by and between the Company and North Carolina State University dated February 25, 2021. Virginia Commonwealth University During the three months ended March 31, 2023 and 2022, the Company recognized expenses of $6,250 and $0, respectively, for license fees associated with the exclusive license agreement between the Company and Virginia Commonwealth University Intellectual Property Foundation dated as of May 18, 2020. Chelexa Biosciences, Inc. and the University of Cincinnati During the three months ended March 31, 2023 and 2022, the Company recognized expenses of $625 and $5,000, respectively, for license fees associated with the Assignment and Assumption Agreement by and between the Company and Chelexa Biosciences dated May 14, 2020. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Assets and Liabilities [Abstract] | |
Fair Value of Financial Assets and Liabilities | NOTE 4 – Fair Value of Financial Assets and Liabilities The following table presents the Company’s assets and liabilities that are measured at fair value at March 31, 2023 and December 31, 2022: Fair value measured at March 31, 2023 Total at Quoted prices Significant Significant Assets Marketable securities - mutual funds $ 190,517 $ 190,517 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 Fair value measured at December 31, 2022 Total at Quoted prices Significant Significant Assets Marketable securities - mutual funds $ 209,320 $ 209,320 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 Level 3 Measurement The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial assets that are measured at fair value on a recurring basis as of March 31, 2023 and 2022: Investment in joint venture at March 31, 2023 Investment in joint ventures at fair value at December 31, 2022 $ 33,000 Change in fair value of investments in joint ventures — Investment in joint ventures at fair value at March 31, 2023 $ 33,000 Investment in joint venture at March 31, 2022 Investment in joint ventures at fair value at December 31, 2021 $ 410,000 Change in fair value of investments in joint ventures — Investment in joint ventures at fair value at March 31, 2022 $ 410,000 Investment in joint ventures The Company has elected to measure the investment in joint ventures using the fair value option at each reporting date. The fair value of investments in joint ventures are determined based on third party 409A valuations. Under the fair value option, bifurcation of an embedded derivative is not necessary, and all related gains and losses on the host contract and derivative due to change in the fair value will be reflected in interest income and other, net in the consolidated statements of operations and comprehensive loss. The value at which the Company’s investment in joint ventures is carried on its books is adjusted to estimated fair value at the end of each quarter, taking into account general economic and stock market conditions and those characteristics specific to the underlying investments. 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 had 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 expired 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. During the fourth quarter of 2022, the Company identified indicators of impairment for the HaloVax investment as a result of adverse changes in HaloVax’s business operations, including liquidity concerns. As a result, the Company recorded an impairment charge of approximately $0.4 million in the fourth quarter of 2022. The investment in HaloVax was valued at $0 as of March 31, 2023 and December 31, 2022. Investment in Zylö In connection with the Company’s March 2020 underwritten public offering of shares of its common stock, on May 4, 2020, the Company purchased 120,000 shares of Zylö’s Class B common stock for $60,000. No change in fair value occurred during the nine months ended September 30, 2022. On December 8, 2021, the Company entered into a third amendment (the “Zylö Amendment”) to the Exclusive Sublicense Agreement with Zylö originally dated August 19, 2019, pursuant to which the Company licensed its novel cannabinoid therapeutic, HT-005 for lupus patients, back to Zylö. Pursuant to the Zylö Amendment, on December 6, 2021, Zylö issued the Company 100,000 shares of its Class B common stock. In addition, pursuant to the Zylö Amendment, within 90 days following a sale by Zylö of all of its assets and rights related to HT-005 to a third-party (a “Sale”), Zylö shall pay the Company a low single digit percent of the net proceeds received by it attributable to HT-005 in the United States and Canada and their respective territories (collectively, the “Territory”) for the purposes of therapeutic uses related to lupus in humans (the “Field”). After the Sale, any and all rights of the Company pursuant to the Exclusive Sublicense Agreement, including all amendments thereto, shall terminate. Furthermore, pursuant to the Zylö Amendment, following the date of the first commercial sale of HT-005 in the Territory, in the Field, Zylö shall pay the Company (i) a low single digit percent of the Net Sales (as defined in the Exclusive Sublicense Agreement) of HT-005 in the event HT-005 is sold in the Territory and (ii) a low double digit percent of any royalty that Zylö receives through the sublicense to a third-party based on Net Sales of HT-005 in the Territory which payments shall continue in each country in the Territory until expiration of the last-to-expire Valid Claim (as defined in the Exclusive Sublicense Agreement). Zylö conducted a 409A valuation of their Class B common stock and valued its share price at $0.15 per share. This value was ratified by Zylö’s board of directors in December 2022. Therefore, the Company recorded approximately $27,000 in unrealized loss on this investment during the fourth quarter of 2022. The investment in Zylö was valued at $33,000 as of March 31, 2023 and December 31, 2022. |
Stockholders Equity
Stockholders Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity | NOTE 5 - Stockholders Equity Common Shares On December 12, 2022, shareholders of the Company approved an increase to the number of authorized shares of the Company’s common stock from 3,000,000 shares to 50,000,000 shares, and on December 13, 2022, the Company filed a Certificate of Amendment to its Articles of Incorporation, as amended, to effectuate such increase. Securities Purchase Agreements On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant) in a private placement for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses, and approximately $8.9 million in net proceeds. The closing of the offering occurred on January 3, 2023. 2018 Equity Incentive Plan The compensation committee of the board of directors increased the number of shares reserved pursuant to the Company’s 2018 Equity Incentive Plan (“2018 Plan”) by 26,878 shares effective as of January 1, 2021, such that as of January 1, 2021, the Company had an aggregate of 66,878 shares of common stock reserved for issuance pursuant to the 2018 Plan. On June 24, 2021, at the annual meeting of shareholders, shareholders of the Company approved an amendment to the 2018 Plan to further increase the number of shares reserved for issuance thereunder from 66,878 shares to 146,878 shares. On February 2, 2022, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 146,878 shares to 156,878 shares. On January 11, 2023, the compensation committee of the board of directors further increased the number of shares reserved for issuance under the 2018 Plan from 156,878 shares to 166,878 shares. 2022 Equity Incentive Plan On March 24, 2022, the Company’s board of directors adopted the Hoth Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) initially reserving 96,000 shares of the Company’s common stock for issuance thereunder. The 2022 Plan became effective on June 23, 2022 upon approval of the 2022 Plan by the Company’s shareholders at the Company’s annual meeting of shareholders. Restricted Stock Awards A summary of the Company’s restricted stock awards granted under the equity incentive plans during the three months ended March 31, 2023 is as follows: Number of Weighted Nonvested at December 31, 2022 3,384 3.16 Granted — — Vested — — Nonvested at March 31, 2023 3,384 3.16 As of March 31, 2023, approximately $8,000 of unrecognized stock-based compensation expense was related to restricted stock awards. The weighted average remaining contractual terms of unvested restricted stock awards was approximately 1.2 years at March 31, 2023. Stock Options A summary of option activity under the Company’s stock option plan for the three months ended March 31, 2023 is presented below: Number of Weighted Total Weighted Outstanding as of December 31, 2022 104,651 $ 49.80 $ — 8.3 Employee options issued — $ — — — Outstanding as of March 31, 2023 104,651 $ 49.80 $ — 8.1 Options vested and exercisable as of March 31, 2023 104,651 $ 49.80 $ — 8.1 All stock compensation associated with the amortization of employee stock option expense was recorded as a component of compensation and related expense in the condensed consolidated statements of operations and comprehensive loss. All stock compensation associated with the amortization of nonemployee stock option expense was recorded as a component of professional fees in the condensed consolidated statements of operations and comprehensive loss. Estimated future stock-based compensation expense relating to unvested stock options is $0. Stock Based Compensation Stock-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows: Three Months Ended 2023 2022 Employee stock option awards $ — $ 560,375 Non-employee restricted stock awards 1,972 791 Non-employee stock warrant awards 8,658 16,272 $ 10,630 $ 577,438 Employee and director related stock-based compensation was included in compensation and related expenses, and non-employee related stock-based compensation was included in professional fees and research and development related with licenses acquisition in the consolidated statements of operations and comprehensive loss. Warrants On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant), in a private placement, for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses. The closing of the offering occurred on January 3, 2023. Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. Each December Pre-Funded Warrant is exercisable until exercised in full at an exercise price of $0.001 per share and may be exercised on a cashless basis. The measurement of fair value of the December Pre-Funded Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $0.001, term of 30 years beginning January 3, 2023 (as these do not have an expiration date), volatility of 135.07%, risk-free rate of 3.88%, and expected dividend rate of 0%). The grant date fair value of the December Pre-Funded Warrants was estimated to be $12.2 million on January 3, 2023 and is reflected within additional paid-in capital as of March 31, 2023 as the Pre-Funded Warrants were determined to be equity classified. The measurement of fair value of the December Common Stock Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $5.00, term of five and a half years beginning January 3, 2023, volatility of 135.07%, risk-free rate of 3.94%, and expected dividend rate of 0%). The grant date fair value of these December Common Stock Warrants was estimated to be $15.0 million on January 3, 2023 and is reflected within additional paid-in capital as of March 31, 2023 as the December Common Stock Warrants were determined to be equity classified. On various dates in February 2023, the investor exercised all the December Pre-Funded Warrants for 1,860,000 shares of the Company’s common stock for proceeds to the Company of $1,860. In addition, pursuant to the terms of the offering, the Company issued the designees of the placement agent, H.C. Wainwright & Co., LLC, the December Wainwright Warrants to purchase up to 100,000 shares of the Company’s common stock. The December Wainwright Warrants had a determined fair value of $591,090, as of the date of issuance. The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date, at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. As these December Wainwright Warrants were issued for services provided in facilitating the private placement, the Company recorded the fair value of such December Wainwright Warrants as a cost of capital on the issuance date. The measurement of fair value was determined utilizing a Black-Scholes model considering all relevant assumptions current at January 3, 2023, the date of issuance (i.e., share price of $6.56, exercise price of $6.25, term of five and a half years beginning January 3, 2023, volatility of 135.07%, risk-free rate of 3.94%, and expected dividend rate of 0%). A summary of warrant activity for the three months ended March 31, 2023 is as follows: Number of Weighted Total Weighted Outstanding as of December 31, 2022 402,840 $ 49.73 $ — 1.4 Issued 4,460,000 2.94 — — Expired — — — — Exercised (1,860,000 ) 0.001 — — Outstanding as of March 31, 2023 3,002,840 11.04 — 4.83 Warrants exercisable as of March 31, 2023 3,002,840 $ 11.04 $ — 4.83 The Company has determined that the warrants should be accounted as a component of stockholders’ equity. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | NOTE 6 - Commitments and Contingencies Office lease The Company leases office space for approximately $4,500 a month. Rent expense for the three months ended March 31, 2023 and 2022 was approximately $15,120 and $13,896, respectively. The Company is not a party to a lease that is in excess of 12 months. Litigation The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 7 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date for which the condensed consolidated financial statements are issued. Based upon the evaluation, except as set forth herein, 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. On May 11, 2023, the Company provided notice to the Virginia Commonwealth University Intellectual Property Foundation (“VCU”) of its intent to terminate the exclusive license agreement (the “Agreement”) by and between the Company and VCU dated May 18, 2020. The Agreement will terminate 90 days after the date notice is provided, or August 9, 2023. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 unaudited interim 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 interim 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 31, 2023. 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 significant intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income (loss), stockholder’s equity or cash flows as previously reported. |
Use of estimates | Use of estimates The preparation of condensed consolidated 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 consolidated 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 stock-based compensation 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 may 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, 2022 as filed with the SEC on March 31, 2023. |
Cash | Cash Cash consists of bank accounts and total $13,044,382 and $6,428,611 as of March 31, 2023 and December 31, 2022, respectively. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits at the two financial institutions the Company utilizes for its banking requirements. Accounts at each financial institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash deposits above the FDIC insured amounts totaled $12,221,474 and $5,542,838 as of March 31, 2023 and December 31, 2022, respectively. The Company’s foreign bank accounts are not subject to FDIC insurance. Cash held in the Company’s Australian bank accounts as of March 31, 2023 and December 31, 2022, was $322,908 and $385,771 in U.S. dollars, respectively. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements |
Fair Value Measurement | Fair Value Measurement 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. |
Investment in joint ventures | Investment in joint ventures 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 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 ventures is further described in Note of 4 these consolidated financial statements. |
Income taxes | Income taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed consolidated financial statements or tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. |
Net loss per share | Net loss per share Net loss per share is computed by dividing net loss by the weighted average number of shares 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 March 31, Potentially dilutive securities 2023 2022 Warrants 3,002,840 402,840 Options 104,651 104,651 Non-vested restricted stock awards 3,384 76 Total 3,110,875 507,567 |
Recent accounting pronouncements | Recent accounting pronouncements Currently, management does not believe that any other recently issued, but not yet effective accounting pronouncements, if currently adopted, would have a material impact on the Company’s condensed consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of anti-dilutive impact on the company’s net loss | As of March 31, Potentially dilutive securities 2023 2022 Warrants 3,002,840 402,840 Options 104,651 104,651 Non-vested restricted stock awards 3,384 76 Total 3,110,875 507,567 |
License Agreements (Tables)
License Agreements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
License Agreement [Abstract] | |
Schedule of research and development expenses for licenses acquired | Three Months Ended 2023 2022 The George Washington University $ 41,158 $ 16,272 North Carolina State University — 20,000 Virginia Commonwealth University 6,250 — University of Cincinnati 625 5,000 $ 48,033 $ 41,272 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value of Financial Assets and Liabilities [Abstract] | |
Schedule of assets and liabilities that are measured at fair value | Fair value measured at March 31, 2023 Total at Quoted prices Significant Significant Assets Marketable securities - mutual funds $ 190,517 $ 190,517 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 Fair value measured at December 31, 2022 Total at Quoted prices Significant Significant Assets Marketable securities - mutual funds $ 209,320 $ 209,320 $ — $ — Investment in joint ventures $ 33,000 $ — $ — $ 33,000 |
Schedule of changes in the fair value of the company’s level 3 financial assets | Investment in joint venture at March 31, 2023 Investment in joint ventures at fair value at December 31, 2022 $ 33,000 Change in fair value of investments in joint ventures — Investment in joint ventures at fair value at March 31, 2023 $ 33,000 Investment in joint venture at March 31, 2022 Investment in joint ventures at fair value at December 31, 2021 $ 410,000 Change in fair value of investments in joint ventures — Investment in joint ventures at fair value at March 31, 2022 $ 410,000 |
Stockholders Equity (Tables)
Stockholders Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of restricted stock awards granted | Number of Weighted Nonvested at December 31, 2022 3,384 3.16 Granted — — Vested — — Nonvested at March 31, 2023 3,384 3.16 |
Schedule of stock option plan | Number of Weighted Total Weighted Outstanding as of December 31, 2022 104,651 $ 49.80 $ — 8.3 Employee options issued — $ — — — Outstanding as of March 31, 2023 104,651 $ 49.80 $ — 8.1 Options vested and exercisable as of March 31, 2023 104,651 $ 49.80 $ — 8.1 |
Schedule of stock-based compensation expense | Three Months Ended 2023 2022 Employee stock option awards $ — $ 560,375 Non-employee restricted stock awards 1,972 791 Non-employee stock warrant awards 8,658 16,272 $ 10,630 $ 577,438 |
Schedule of warrant activity | Number of Weighted Total Weighted Outstanding as of December 31, 2022 402,840 $ 49.73 $ — 1.4 Issued 4,460,000 2.94 — — Expired — — — — Exercised (1,860,000 ) 0.001 — — Outstanding as of March 31, 2023 3,002,840 11.04 — 4.83 Warrants exercisable as of March 31, 2023 3,002,840 $ 11.04 $ — 4.83 |
Organization and Description _2
Organization and Description of Business Operations (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Dec. 29, 2022 | Mar. 31, 2023 | |
Organization and Description of Business Operations (Details) [Line Items] | ||
Shares of common stock | 140,000 | |
Common stock, shares purchase | 1,860,000 | |
Warrants to purchase | 2,500,000 | |
Common stock, purchase price (in Dollars per share) | $ 5 | |
Aggregate gross proceeds (in Dollars) | $ 10 | |
Exercise price, per share (in Dollars per share) | $ 5 | |
Warrant exercisable term, description | The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. | |
Pre-Funded Warrant [Member] | ||
Organization and Description of Business Operations (Details) [Line Items] | ||
Exercise price, per share (in Dollars per share) | $ 0.001 | |
Wainwright Warrants [Member] | ||
Organization and Description of Business Operations (Details) [Line Items] | ||
Purchase of shares | 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies (Details) [Line Items] | ||
Bank accounts | $ 13,044,382 | $ 6,428,611 |
Federal deposit insurance corporation | 250,000 | |
Insured amount | 12,221,474 | 5,542,838 |
Australian bank accounts | $ 322,908 | $ 385,771 |
Minimum [Member] | Limited Partnership [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Limited partnership, percentage | 3% | |
Maximum [Member] | Limited Partnership [Member] | ||
Significant Accounting Policies (Details) [Line Items] | ||
Limited partnership, percentage | 5% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of anti-dilutive impact on the company’s net loss - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,110,875 | 507,567 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,002,840 | 402,840 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 104,651 | 104,651 |
Non-Vested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,384 | 76 |
License Agreements (Details)
License Agreements (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
License Agreements (Details) [Line Items] | ||
Recorded an expense | $ 30,000 | |
Warrant [Member] | ||
License Agreements (Details) [Line Items] | ||
Expenses related to warrants granted | 8,658 | |
The George Washington University [Member] | ||
License Agreements (Details) [Line Items] | ||
License fee | 2,500 | $ 16,272 |
North Carolina State University [Member] | ||
License Agreements (Details) [Line Items] | ||
License fee | 0 | 20,000 |
Virginia Commonwealth University [Member] | ||
License Agreements (Details) [Line Items] | ||
License fee | 6,250 | 0 |
Chelexa Biosciences, Inc. and the University of Cincinnati [Member] | ||
License Agreements (Details) [Line Items] | ||
License fee | $ 625 | $ 5,000 |
License Agreements (Details) -
License Agreements (Details) - Schedule of research and development expenses for licenses acquired - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||
Total | $ 48,033 | $ 41,272 |
The George Washington University [Member] | ||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||
Total | 41,158 | 16,272 |
North Carolina State University [Member] | ||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||
Total | 20,000 | |
Virginia Commonwealth University [Member] | ||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||
Total | 6,250 | |
Chelexa Biosciences, Inc. and the University of Cincinnati [Member] | ||
License Agreements (Details) - Schedule of research and development expenses for licenses acquired [Line Items] | ||
Total | $ 625 | $ 5,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 28, 2020 | Mar. 27, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 06, 2021 | May 04, 2020 | |
Fair Value of Financial Assets and Liabilities (Details) [Line Items] | ||||||
Purchased percentage | $ 5 | |||||
Outstanding membership interests | $ 250,000 | |||||
Membership interests | 25% | |||||
Interest amount | $ 3,000,000 | |||||
Membership interest amount | $ 250,000 | |||||
Interest purchase agreement | 1% | |||||
Purchase price | $ 100,000 | |||||
Impairment charges | $ 400,000 | |||||
Investment value | $ 0 | 0 | ||||
Unrealized loss | 27,000 | |||||
Investment value | $ 33,000 | $ 33,000 | ||||
Class B common stock [Member] | ||||||
Fair Value of Financial Assets and Liabilities (Details) [Line Items] | ||||||
Purchased shares (in Shares) | 120,000 | |||||
Common stock value | $ 60,000 | |||||
Shares issued (in Shares) | 100,000 | |||||
Price per share (in Dollars per share) | $ 0.15 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities (Details) - Schedule of assets and liabilities that are measured at fair value - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Marketable securities - mutual funds | $ 190,517 | $ 209,320 |
Investment in joint ventures | 33,000 | 33,000 |
Quoted prices in active markets (Level 1) [Member] | ||
Assets | ||
Marketable securities - mutual funds | 190,517 | 209,320 |
Investment in joint ventures | ||
Significant other observable inputs (Level 2) [Member] | ||
Assets | ||
Marketable securities - mutual funds | ||
Investment in joint ventures | ||
Significant unobservable inputs (Level 3) [Member] | ||
Assets | ||
Marketable securities - mutual funds | ||
Investment in joint ventures | $ 33,000 | $ 33,000 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities (Details) - Schedule of changes in the fair value of the company’s level 3 financial assets - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Changes In The Fair Value Of The Company SLevel3 Financial Assets [Abstract] | ||
Investment in joint ventures at fair value | $ 33,000 | $ 410,000 |
Change in fair value of investments in joint ventures | ||
Investment in joint ventures at fair value | $ 33,000 | $ 410,000 |
Stockholders Equity (Details)
Stockholders Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||
Jan. 11, 2023 | Jan. 03, 2023 | Mar. 24, 2022 | Feb. 02, 2022 | Jun. 24, 2021 | Jan. 02, 2021 | Feb. 28, 2023 | Dec. 29, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 12, 2022 | |
Stockholders Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | |||||||||
Securities purchase agreements description | On December 29, 2022, the Company entered into a securities purchase agreement with an accredited investor pursuant to which it sold (i) 140,000 shares of common stock, (ii) December Pre-Funded Warrants to purchase up to 1,860,000 shares of common stock and (iii) December Common Stock Warrants to purchase up to 2,500,000 shares of common stock at a purchase price of $5.00 per share and accompanying warrant (less $0.001 for each December Pre-Funded Warrant) in a private placement for aggregate gross proceeds of approximately $10 million, exclusive of placement agent commission and fees and other offering expenses, and approximately $8.9 million in net proceeds. The closing of the offering occurred on January 3, 2023. | ||||||||||
Aggregate of shares | 66,878 | ||||||||||
Unrecognized stock-based compensation expense (in Dollars) | $ 8,000 | ||||||||||
Unrecognized stock-based compensation term | 1 year 2 months 12 days | ||||||||||
Unvested stock options (in Dollars) | $ 0 | ||||||||||
Common stock shares | 140,000 | ||||||||||
Purchase of share | 2,500,000 | ||||||||||
Purchase price per share (in Dollars per share) | $ 5 | ||||||||||
Accompanying warrant per share (in Dollars per share) | $ 0.001 | ||||||||||
Gross proceeds (in Dollars) | $ 10,000,000 | ||||||||||
Common stock warrant term, description | Each December Common Stock Warrant is exercisable for a period of five and one-half years from the issuance date at an exercise price of $5.00 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. | ||||||||||
Exercise price per share (in Dollars per share) | $ 5 | $ 5 | |||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||
Issuance term | 6 years 6 months 21 days | ||||||||||
Debt term | 30 years | ||||||||||
Volatility rate | 135.07% | ||||||||||
Risk-free rate | 3.94% | ||||||||||
Dividend rate | 0% | ||||||||||
Common stock and accompanying warrant (in Dollars) | $ 15 | ||||||||||
Fair value (in Dollars) | $ 591,090 | ||||||||||
Pre-Funded Warrant [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Purchase of share | 1,860,000 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Volatility rate | 135.07% | ||||||||||
Risk-free rate | 3.88% | ||||||||||
Dividend rate | 0% | ||||||||||
Warrant [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Exercise price per share (in Dollars per share) | $ 6.25 | ||||||||||
Minimum [Member] | Common Shares [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 3,000,000 | ||||||||||
Maximum [Member] | Common Shares [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 50,000,000 | ||||||||||
Public Offering of Securities [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Wainwright warrants, description | The December Wainwright Warrants are exercisable for a period of five and one-half years from the issuance date, at an exercise price of $6.25 per share, subject to adjustment, and may, under certain circumstances, be exercised on a cashless basis. | ||||||||||
Warrant [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Warrants exercise price (in Dollars per share) | $ 6.56 | ||||||||||
Volatility rate | 135.07% | ||||||||||
Risk-free rate | 3.94% | ||||||||||
Dividend rate | 0% | ||||||||||
Warrant [Member] | Placement Agent Warrant [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Redeemed for aggregate (in Dollars) | $ 6.56 | ||||||||||
Preferred stock designated | 1,860,000 | ||||||||||
aggregate purchase price (in Dollars) | $ 1,860 | ||||||||||
Series B Convertible Preferred Stock [Member] | Minimum [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Common stock, shares authorized | 100,000 | ||||||||||
Investor [Member] | Common Stock [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Aggregate of shares | 12.2 | ||||||||||
2018 Equity Incentive Plan [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Aggregate of shares | 26,878 | ||||||||||
2018 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Issuance of share | 156,878 | 146,878 | 66,878 | ||||||||
2018 Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Issuance of share | 166,878 | 156,878 | 146,878 | ||||||||
2022 Equity Incentive Plan [Member] | |||||||||||
Stockholders Equity (Details) [Line Items] | |||||||||||
Issuance of share | 96,000 |
Stockholders Equity (Details) -
Stockholders Equity (Details) - Schedule of restricted stock awards granted | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Schedule Of Restricted Stock Awards Granted [Abstract] | |
Number of Restricted Stock Awards, Nonvested at Beginning Balance | shares | 3,384 |
Weighted Average Grant Day Fair Value, Nonvested at Beginning Balance | $ / shares | $ 3.16 |
Number of Restricted Stock Awards, Granted | shares | |
Weighted Average Grant Day Fair Value, Granted | $ / shares | |
Number of Restricted Stock Awards, Vested | shares | |
Weighted Average Grant Day Fair Value, Vested | $ / shares | |
Number of Restricted Stock Awards, Nonvested at Ending Balance | shares | 3,384 |
Weighted Average Grant Day Fair Value, Nonvested at Ending Balance | $ / shares | $ 3.16 |
Stockholders Equity (Details)_2
Stockholders Equity (Details) - Schedule of stock option plan | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Schedule Of Stock Option Plan [Abstract] | |
Number of Shares, Outstanding as of Beginning Balance | shares | 104,651 |
Weighted Average Exercise Price, Outstanding as of Beginning Balance | $ / shares | $ 49.8 |
Total Intrinsic Value, Outstanding as of Beginning Balance | $ | |
Weighted Average Remaining Contractual Life (in years), Outstanding as of Beginning Balance | 8 years 3 months 18 days |
Number of Shares, Employee options issued | shares | |
Weighted Average Exercise Price, Employee options issued | $ / shares | |
Total Intrinsic Value, Employee options issued | $ | |
Weighted Average Remaining Contractual Life (in years), Employee options issued | |
Number of Shares, Outstanding Ending Balance | shares | 104,651 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | $ 49.8 |
Total Intrinsic Value, Outstanding Ending Balance | $ | |
Weighted Average Remaining Contractual Life (in years), Outstanding Ending Balance | 8 years 1 month 6 days |
Number of Shares, Options vested and exercisable | shares | 104,651 |
Weighted Average Exercise Price, Options vested and exercisable | $ / shares | $ 49.8 |
Total Intrinsic Value, Options vested and exercisable | $ | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 1 month 6 days |
Stockholders Equity (Details)_3
Stockholders Equity (Details) - Schedule of stock-based compensation expense - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Stockholders Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense, total | $ 10,630 | $ 577,438 |
Employee stock option awards [Member] | ||
Stockholders Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense, total | 560,375 | |
Non-employee restricted stock awards [Member] | ||
Stockholders Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense, total | 1,972 | 791 |
Non-employee stock warrant awards [Member] | ||
Stockholders Equity (Details) - Schedule of stock-based compensation expense [Line Items] | ||
Stock-based compensation expense, total | $ 8,658 | $ 16,272 |
Stockholders Equity (Details)_4
Stockholders Equity (Details) - Schedule of warrant activity - Warrants [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) $ / shares shares | |
Stockholders Equity (Details) - Schedule of warrant activity [Line Items] | |
Number of Warrants, Outstanding as of Beginning Balance | shares | 402,840 |
Weighted Average Exercise Price, Outstanding as of Beginning Balance | $ / shares | $ 49.73 |
Total Intrinsic Value, Outstanding as of Beginning Balance | $ | |
Weighted Average Remaining Contractual Life (in years), Outstanding as of Beginning Balance | 1 year 4 months 24 days |
Number of Warrants, Issued | shares | 4,460,000 |
Weighted Average Exercise Price, Issued | $ / shares | $ 2.94 |
Total Intrinsic Value, Issued | $ | |
Weighted Average Remaining Contractual Life (in years), Issued | |
Number of Warrants, Expired | shares | |
Weighted Average Exercise Price, Expired | $ / shares | |
Total Intrinsic Value, Expired | $ | |
Weighted Average Remaining Contractual Life (in years), Expired | |
Number of Warrants, Exercised | shares | (1,860,000) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 0.001 |
Total Intrinsic Value, Exercised | $ | |
Weighted Average Remaining Contractual Life (in years), Exercised | |
Number of Warrants, Outstanding as of Ending Balance | shares | 3,002,840 |
Weighted Average Exercise Price, Outstanding as of Ending Balance | $ / shares | $ 11.04 |
Total Intrinsic Value, Outstanding as of Ending Balance | $ | |
Weighted Average Remaining Contractual Life (in years), Outstanding as of Ending Balance | 4 years 9 months 29 days |
Number of Warrants, Warrants exercisable | shares | 3,002,840 |
Weighted Average Exercise Price, Warrants exercisable | $ / shares | $ 11.04 |
Total Intrinsic Value, Warrants exercisable | $ | |
Weighted Average Remaining Contractual Life (in years), Warrants exercisable | 4 years 9 months 29 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Leases office space | $ 4,500 | |
Rent expense | $ 15,120 | $ 13,896 |