Document And Entity Information
Document And Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 27, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 001-38634 | ||
Entity Registrant Name | REVIVA PHARMACEUTICALS HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-4306526 | ||
Entity Address, Address Line One | 19925 Stevens Creek Blvd., Suite 100 | ||
Entity Address, City or Town | Cupertino | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95014 | ||
City Area Code | 408 | ||
Local Phone Number | 501-8881 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 11.2 | ||
Entity Common Stock, Shares Outstanding (in shares) | 20,452,121 | ||
Auditor Firm ID | 32 | ||
Auditor Name | ArmaninoLLP | ||
Auditor Location | San Ramon, California | ||
Entity Central Index Key | 0001742927 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | RVPH | ||
Security Exchange Name | NASDAQ | ||
Warrant [Member] | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | ||
Trading Symbol | RVPHW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash | $ 18,519,856 | $ 29,687,944 |
Prepaid expenses and other current assets | 403,819 | 1,716,057 |
Total Assets | 18,923,675 | 31,404,001 |
Liabilities | ||
Accounts payable | 3,520,271 | 509,583 |
Accrued expenses and other current liabilities | 2,519,569 | 1,835,228 |
Total current liabilities | 6,039,840 | 2,344,811 |
Warrant liabilities | 567,439 | 372,730 |
Total Liabilities | 6,607,279 | 2,717,541 |
Stockholders' equity | ||
Common stock, par value of $0.0001; 115,000,000 shares authorized; 20,447,371 and 14,433,286 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively | 2,045 | 1,443 |
Additional paid-in capital | 103,485,612 | 95,516,986 |
Accumulated deficit | (91,171,261) | (66,831,969) |
Total stockholders' equity | 12,316,396 | 28,686,460 |
Total Liabilities and Stockholders' Equity | $ 18,923,675 | $ 31,404,001 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 115,000,000 | 115,000,000 |
Common stock, shares outstanding (in shares) | 20,447,371 | 14,433,286 |
Common stock, shares issued (in shares) | 20,447,371 | 14,433,286 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating expenses | ||
Research and development | $ 18,947,874 | $ 4,851,602 |
General and administrative | 5,358,734 | 5,252,911 |
Total operating expenses | 24,306,608 | 10,104,513 |
Loss from operations | (24,306,608) | (10,104,513) |
Other income (expense) | ||
(Loss) gain on remeasurement of warrant liabilities | (194,709) | 1,591,055 |
Interest and other income (expense), net | 182,802 | (2,414) |
Total other (expense) income, net | (11,907) | 1,588,641 |
Loss before provision for income taxes | (24,318,515) | (8,515,872) |
Provision for income taxes | 20,777 | 6,004 |
Net loss | $ (24,339,292) | $ (8,521,876) |
Net loss per share: | ||
Basic and diluted (in dollars per share) | $ (1.25) | $ (0.58) |
Weighted average shares outstanding | ||
Basic and diluted (in shares) | 19,516,479 | 14,790,843 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 9,231,737 | |||
Balance at Dec. 31, 2020 | $ 923 | $ 63,774,920 | $ (58,310,093) | $ 5,465,750 |
Issuance of units in public offering, net (in shares) | 4,133,400 | |||
Issuance of units in public offering, net | $ 413 | 31,497,050 | 0 | 31,497,463 |
Common stock issued in connection with warrant exercises (in shares) | 1,057,149 | |||
Common stock issued in connection with warrant exercises | $ 106 | 98,375 | 0 | 98,481 |
Common stock issued to consultant in exchange for services (in shares) | 11,000 | |||
Common stock issued to consultant in exchange for services | $ 1 | 39,928 | 0 | 39,929 |
Stock-based compensation expense | 0 | 106,713 | 0 | 106,713 |
Net loss | $ 0 | 0 | (8,521,876) | (8,521,876) |
Balance (in shares) at Dec. 31, 2021 | 14,433,286 | |||
Balance at Dec. 31, 2021 | $ 1,443 | 95,516,986 | (66,831,969) | 28,686,460 |
Issuance of units in public offering, net (in shares) | 1,976,285 | |||
Issuance of units in public offering, net | $ 198 | 7,773,329 | 0 | 7,773,527 |
Common stock issued in connection with warrant exercises (in shares) | 4,037,800 | |||
Common stock issued in connection with warrant exercises | $ 404 | 18,562 | 0 | 18,966 |
Stock-based compensation expense | 0 | 176,735 | 0 | 176,735 |
Net loss | $ 0 | 0 | (24,339,292) | (24,339,292) |
Balance (in shares) at Dec. 31, 2022 | 20,447,371 | |||
Balance at Dec. 31, 2022 | $ 2,045 | $ 103,485,612 | $ (91,171,261) | $ 12,316,396 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (24,339,292) | $ (8,521,876) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Change in fair value of warrant liabilities | 194,709 | (1,591,055) |
Issuance of stock in exchange for services | 0 | 39,929 |
Stock-based compensation expense | 176,735 | 106,713 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,312,238 | (1,714,241) |
Accounts payable | 3,010,688 | (498,463) |
Accrued expenses and other current liabilities | 684,341 | 1,510,531 |
Net cash used in operating activities | (18,960,581) | (10,668,462) |
Cash flows from financing activities | ||
Proceeds from issuance common stock and warrants in offering, net | 7,773,527 | 31,497,463 |
Proceeds from exercise of warrants | 18,966 | 98,481 |
Net cash provided by financing activities | 7,792,493 | 31,595,944 |
Net (decrease) increase in cash and cash equivalents | (11,168,088) | 20,927,482 |
Cash and cash equivalents, beginning of year | 29,687,944 | 8,760,462 |
Cash and cash equivalents, end of year | 18,519,856 | 29,687,944 |
Supplemental disclosures of cash flow information: | ||
Cash paid for taxes | $ 16,484 | $ 2,400 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND NATURE OF OPERATIONS On December 14, 2020, Reviva Pharmaceuticals Holdings, Inc. (the “Company”), a Delaware corporation and the successor by re-domiciliation to Tenzing Acquisition Corp. (“Tenzing”), a British Virgin Islands exempted company, Tenzing Merger Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Tenzing (“Merger Sub”), and Reviva Pharmaceuticals, Inc., a Delaware corporation (together with its consolidated subsidiary), consummated a business combination (the “Business Combination”) through the merger of Merger Sub with and into Reviva Pharmaceuticals, Inc., contemplated by the previously announced Agreement and Plan of Merger, dated as of July 20, 2020 (the “Merger Agreement”), by and among Tenzing, Merger Sub, Reviva Pharmaceuticals, Inc., and the other parties thereto. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Reviva Pharmaceuticals, Inc., with Reviva Pharmaceuticals, Inc. as the surviving company in the Merger and, after giving effect to such Merger, Reviva Pharmaceuticals, Inc. becoming a wholly-owned subsidiary of Reviva Pharmaceuticals Holdings, Inc. (together with its consolidated subsidiary). Reviva Pharmaceuticals, Inc. was originally incorporated in the state of Delaware and commenced operations on May 1, 2006 and its Indian subsidiary, Reviva Pharmaceuticals India Pvt. Ltd. was incorporated in 2014. The Company is an emerging research based pharmaceutical company focused on developing a portfolio of internally discovered next generation safe and effective therapeutic drugs by using an integrated chemical genomics technology platform and proprietary chemistries. The Company is currently focused on developing drugs for the central nervous system (CNS), cardiovascular (CV), metabolic and inflammatory diseases. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. Principals of consolidation The accompanying consolidated financial statements include the accounts of the Reviva Pharmaceuticals Holdings, Inc. and its wholly owned subsidiary Reviva Pharmaceuticals, India Pvt Ltd. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All transactions and balances between the parent and its subsidiary have been eliminated in consolidation. Liquidity and Going Concern The Company has incurred losses since inception and as of December 31, 2022, the Company had a working capital of approximately $12.9 million, an accumulated deficit of $91.2 million and cash and cash equivalents on hand of approximately $18.5 million. The Company’s net loss for the years ended December 31, 2022 and 2021, was approximately $24.3 million and $8.5 million, respectively. The Company expects to incur significant expenses and increased operating losses for the next several years. The Company expects its expenses to increase in connection with its ongoing activities to research, develop and commercialize its product candidates. The Company will need to generate significant revenues to achieve profitability, and it may never do so. The Company’s current cash on hand is potentially not sufficient to satisfy its operating cash needs for the 12 months from the filing of this Annual Report on Form 10-K. The Company believes that is has adequate cash on hand to cover anticipated outlays through the majority of fiscal year 2023, but will need additional fundraising activities and cash on hand during the fourth quarter of fiscal year 2023. These conditions raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of one year after the date the financial statements are issued. Management’s plan to alleviate the conditions that raise substantial doubt include raising additional working capital through public or private equity or debt financings or other sources, which may include collaborations with third parties as well as disciplined cash spending. Adequate additional financing may not be available to the Company on acceptable terms, or at all. Should the Company be unable to raise sufficient additional capital, the Company may be required to undertake cost-cutting measures including delaying or discontinuing certain clinical activities. These factors among others create a substantial doubt about the Company’s ability to continue as a going concern. Use of estimates The preparation of 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 as of the date of the financial statements and the reported amounts of expenses during the reporting periods covered by the financial statements and accompanying notes. Significant areas requiring the use of management estimates include, but are not limited to, depreciative and amortization useful lives, assumptions used to calculate the fair value of stock-based compensation, warrant values, deferred taxes, and related valuation allowances. Actual results could differ materially from such estimates under different assumptions or circumstances. Concentration of credit risk and other risks and uncertainties Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. Substantially, all the Company’s cash and cash equivalents are held in demand deposit form at two financial institutions. The Company has not experienced any losses on its deposits of cash. The Company is subject to all of the risks inherent in an early-stage company developing new pharmaceutical products. These risks include, but are not limited to, limited management resources, dependence upon medical acceptance of the product in development, regulatory approvals, successful clinical trials, availability and willingness of patients to participate in human trials, and competition in the pharmaceutical industry. The Company’s operating results may be materially affected by the foregoing factors. Impact of COVID-19 In response to the spread of COVID-19, the Company has taken temporary precautionary measures intended to help minimize the risk of the virus to its employees and community, including temporarily requiring employees to work remotely and suspending all non-essential travel for the Company’s employees. As a result of the COVID-19 pandemic, the Company may experience disruptions that could adversely impact the Company’s business. The COVID-19 pandemic may negatively affect clinical site initiation, patient recruitment and enrollment, patient dosing, distribution of drug to clinical sites and clinical trial monitoring for our clinical trials. The COVID-19 pandemic may also negatively affect the operations of the third-party contract research organizations that the Company intends to rely upon to assist it in conducting its clinical trials and the contract manufacturers who manufacture the Company’s drug candidates. The Company is continuing to assess the potential impact of the COVID-19 pandemic on its business and operations as of December 31, 2022. Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash without penalty, purchased with an original maturity at the date of purchase of three months or less to be cash equivalents. The Company's cash equivalents are short-term in nature and of high credit quality; therefore, the Company determined its exposure to credit losses over the life of these instruments is immaterial. As of December 31, 2022, and 2021, the Company’s cash was maintained in demand deposit forms at two financial institutions. Deposits in financial institutions may, from time to time, exceed federally insured limits. Leases In February 2016, the FASB issued ASU 2016-2, Leases (Topic 842), as amended. The ASU introduces a new lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB’s new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of consolidated financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted this standard effective January 1, 2019, and determined that there was no material impact that the new accounting guidance had on its financial statements and related disclosures. Research and development costs Research and development costs are charged to operating expenses as incurred. Research and development costs include, but are not limited to, payroll and personnel expenses, laboratory supplies, consulting costs, and allocated overhead, including rent, equipment depreciation, and utilities. General and administrative costs General and administrative costs are charged to operating expenses as incurred. General and administrative costs include, but are not limited to, payroll and personnel expenses, travel and entertainment, consulting costs, conference and meeting costs, legal expenses and allocated overhead, including rent depreciation, and utilities. Income taxes The Company utilizes FASB ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized. The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. In evaluating the ability to recover its deferred income tax assets, the Company considers all available positive and negative evidence, including its opening results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. The Company generated a deferred tax asset through net operating loss carry-forward. However, a valuation allowance of 100% has been established due to the uncertainty of the Company’s realization of the net operating loss carry forward prior to its expiration. In the event the Company determines that it would be able to realize its deferred income tax assets in the future in excess of their net recorded amount, it would make an adjustment to the valuation allowance that would reduce the provision for income taxes. Conversely, in the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged to earnings in the period such determination is made. Stock-based compensation Stock-based compensation is calculated based on the requirements of the Stock-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. The fair value of the award that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates, and expected dividends as under: • Expected term: • Expected volatility: • Expected dividend: • Risk-free interest rate: • Forfeiture rate: As of January 1, 2019, the Company adopted ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Stock-Based Payment Accounting, which aligns the accounting of stock-based payment awards issued to employees and nonemployees. The adoption did not materially impact our consolidated financial statements. The Company recognizes fair value of stock options granted to non-employees as a stock-based compensation expense over the period in which the related services are received. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period, the value of these options, as calculated using the Black-Scholes-Merton option-pricing model, is determined, and compensation expense recognized during the period is adjusted accordingly. Fair Value of Financial Instruments Due to their short maturities, the carrying amounts for cash, accounts payable, and accrued expenses approximate their fair value. Non-current assets are primarily related to certain advances with carrying values that approximate their fair values. Fair Value Measurements of Warrants ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: • Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 — Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3 — Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining the fair value of warrants, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. New Accounting Pronouncements There are no new accounting pronouncements expected to have a material impact on the Company's accounting policies or financial reporting. |
Note 3 - Financing Agreements
Note 3 - Financing Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 3. FINANCING AGREEMENTS Public Offering On June 1, 2021, the Company completed a public offering (the “Offering”) of Units (each, a “Unit”), with each Unit consisting of (a) one share of common stock (or pre-funded warrant to purchase one Registered Direct Offering and Private Placement On September 8, 2022, the Company completed a registered direct offering and concurrent private placement (together, the “September 2022 Offering”). In the registered direct offering, the Company issued 1,976,285 shares of common stock at a purchase price per share of $2.53, for aggregate gross proceeds to the Company of approximately $5.0 million, before deducting certain transaction expenses payable by the Company. The transaction expenses were deducted from the proceeds received and included in additional paid-in capital. The Company issued to the investors in the September 2022 Offering warrants to purchase up to 3,359,684 shares of common stock (the “Private Placement Warrants”). The Private Placement Warrants were immediately exercisable upon issuance at an exercise price of $2.40 per share and will expire on September 8, 2027. In a concurrent private placement the Company issued pre-funded warrants (the “Private Pre-Funded Warrants”) to purchase up to an aggregate of 1,383,399 shares of common stock at a purchase price of $2.5299 per Private Pre-Funded Warrant, for aggregate gross proceeds to the Company of approximately $3.5 million, before deducting transaction expenses payable by the Company, which were deducted from the proceeds received and included in additional paid-in capital. The Private Pre-Funded Warrants were immediately exercisable at an exercise price of $0.0001 per share and will expire when the Private Pre-Funded Warrants are fully exercised. No Private Pre-Funded Warrants or Private Placement Warrants have been exercised as of December 31, 2022 (see Note 8). The September 2022 Offering resulted in aggregate gross proceeds of approximately $8.5 million before deducting transaction expenses. The total net proceeds totaled approximately $7.8 million after deducting transaction costs of $0.7 million. At the Market Offering In January 2022, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright, shares of its common stock for aggregate gross proceeds of up to $12.9 million. Effective July 28, 2022, the Company terminated the ATM Agreement. Prior to termination, the Company had not |
Note 4 - Business Combination
Note 4 - Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 4. BUSINESS COMBINATION On December 14, 2020, Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation and the successor by re-domiciliation to Tenzing Acquisition Corp., a British Virgin Islands exempted company (“Tenzing”), Tenzing Merger Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Tenzing (“Merger Sub”), and Reviva Pharmaceuticals, Inc., a Delaware corporation (together with its consolidated subsidiaries) Reviva Pharmaceuticals, Inc., consummated a business combination (the “Business Combination”) through the merger of Merger Sub with and into Reviva Pharmaceuticals, Inc., contemplated by the previously announced Agreement and Plan of Merger, dated as of July 20, 2020 (the “Merger Agreement”), by and among Tenzing, Merger Sub, Reviva Pharmaceuticals, Inc., and the other parties thereto. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Reviva Pharmaceuticals, Inc., with Reviva Pharmaceuticals, Inc. as the surviving company in the Merger and, after giving effect to such Merger, Reviva Pharmaceuticals, Inc. becoming a wholly-owned subsidiary of Reviva Pharmaceuticals Holdings, Inc. (together with its consolidated subsidiaries). Upon the closing of the Business Combination, all shares of Reviva Pharmaceuticals, Inc. common stock and preferred stock issuance and outstanding immediately prior to the Business Combination converted into common stock of Reviva Pharmaceuticals Holdings, Inc., with a par value of $0.0001 per share at an exchange rate of 0.152268 for common stock and 0.414647 for preferred stock. Each issued and outstanding warrant to acquire shares of Reviva Pharmaceuticals, Inc. common stock were assumed by Reviva Pharmaceuticals Holdings, Inc. and automatically converted into a warrant for Reviva Pharmaceuticals Holdings, Inc. common stock, with its price and number of shares adjusted based on the common stock exchange rate of 0.152268. Each outstanding option to acquire Reviva Pharmaceuticals, Inc. common stock (all of which were vested at the date of the Business Combination), were assumed by Reviva Pharmaceuticals Holdings, Inc. and automatically converted into an option to acquire shares of Reviva Pharmaceuticals Holdings, Inc. common stock at the common stock exchange rate of 0.152268. In addition to the merger consideration set forth above, the Reviva Pharmaceuticals, Inc. Security holders also have a contingent right to receive up to an additional 1,000,000 shares of Reviva Pharmaceuticals Holdings, Inc. (the “Earnout Shares”) based on the stock price performance of the common stock and the achievement by the Company of certain clinical trial milestones during the three • the closing price of the Company’s common stock has to be equal to or greater than $15.00 per share for any 20 trading days within any 30 trading day period; and • the Company must receive positive data from (i) its first Phase 3 trial in Acute Schizophrenia and (ii) either a Phase 2 clinical trial in pulmonary arterial hypertension or idiopathic pulmonary fibrosis. The Business Combination was accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Tenzing is treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of Reviva Pharmaceuticals, Inc. having a majority of the voting power of the post-combination company, Reviva Pharmaceuticals, Inc. senior management comprising substantially all of the senior management of the post-combination company, the relative size of Reviva compared to Tenzing, and Reviva Pharmaceuticals, Inc. operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Reviva Pharmaceuticals, Inc. issuing stock for the net assets of Tenzing, accompanied by a recapitalization. The net assets of Tenzing are stated at historical cost, with no |
Note 5 - Employee Benefit Plan
Note 5 - Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | 5. EMPLOYEE BENEFIT PLAN In 2014, Reviva Pharmaceuticals, Inc. implemented a tax deferred savings plan, commonly referred to as a 401(k) plan. Employee’s contributions are withheld from standard payroll checks and are automatically withdrawn from the Company checking account and deposited into individual employee retirement accounts a few days following each payroll period. Employees can defer or contribute the statutory legal limits. There has been no |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 6. INCOME TAXES As a result of the Company's history of net operating losses and the full valuation allowance against its deferred tax assets, there was no current or deferred income tax provision other than current state minimum taxes and current foreign taxes for the years ended December 31, 2022 and 2021. Domestic and international pre-tax income/(loss) consists of the following: December 31, 2022 2021 (in thousands) United States $ (24,363 ) $ (8,544 ) International 44 28 Loss before income taxes $ (24,319 ) $ (8,516 ) Income tax expense attributable to operations is comprised of the following: December 31, 2022 2021 (in thousands) Current: Federal $ — $ — State 9 2 Foreign 12 6 Total current expense 21 8 Deferred: Federal — — State — — Foreign — — Total deferred expense — — Total Tax Expense $ 21 $ 8 Reconciliations to the statutory federal income tax rate and the Company's effective tax rate consist of the following: December 31, 2022 2021 Statutory federal income tax rate $ (5,103,894 ) $ (1,788,135 ) State income taxes, net of federal tax benefits 4,424 (58,152 ) Warrant Expense 48,653 (334,122 ) Stock-based compensation expense 10,766 8,924 Foreign Rate Differential 2,212 1,414 Other Permanent Differences 100,365 5,301 Valuation allowance 4,958,074 2,173,051 $ 20,600 $ 8,281 The components of deferred tax assets included on the balance sheet are: December 31, 2022 2021 Net operating loss Carryforwards 12,619,407 11,262,916 Accruals and Reserves 117,909 81,911 Stock-based compensation expense 218,421 197,508 Fixed Assets/Capitalized Start Up Costs 2,419 2,557 Capitalized Section 174 3,539,335 — Others 5,475 — 16,502,966 11,544,892 Valuation allowance Net deferred tax assets (16,502,966 ) (11,544,892 ) Deferred income taxes $ — $ — The Company has established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding realization of such assets. Total increase in valuation allowance is $4,958,074 for the year ending December 31, 2022. The Company currently has net operating loss carryforwards of approximately $55.9 million and $12.6 million for US Federal and state purposes, respectively. Approximately $35.3 million of the US Federal losses begin to expire in 2029. The balance, all post-2017 federal net operating losses may be carried forward indefinitely. The deferred tax asset relates to the NOL carryforwards. Management has determined based on all the available information that a 100% Valuation reserve is required. As of December 31, 2022, the Company has $0.1 million research and development credit carryforwards to offset federal and California state income taxes, respectively, if any. The Tax Reform Act of 1986 limits the use of net operating loss carryforwards in certain situations where changes occur in the stock ownership of a company. In the event that the Company has a change in ownership, utilization of carryforwards could be limited. The Company has elected to recognize interest and penalties related to uncertain tax positions as components of income tax expense. As of December 31, 2022, The Company has no The Company’s income tax returns for all years remain open to examination by federal and state taxing authorities. The Company does not As of December 31, 2022 the Company has $ .1 no On March 27, 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was enacted and signed into law. Certain provision of the CARES Act impacted the 2019 and 2020 income tax provision computations of the Company and were reflected in the appropriate period. The CARES Act contains modification on the limitation of business interest for the tax years beginning in 2019 and 2020. The modifications to Section 163(j) increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. As the company is in losses, there is no modification for the current year. |
Note 7 - Loss Per Share
Note 7 - Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 7. LOSS PER SHARE Basic and diluted net loss per share is computed by dividing the net loss for the period by the weighted average number of common stock outstanding during the period. Diluted loss per share includes potentially dilutive securities such as stock options, warrants to purchase common shares, and other convertible instruments unless the result of inclusion would be anti-dilutive. These securities have been excluded from the calculation of diluted net loss per shares for the years ended December 31, 2022 and December 31, 2021 because all such securities are anti-dilutive for all periods presented. The following table summarizes the Company’s potentially dilutive securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: Year Ended December 31, 2022 2021 Shares issuable upon exercise of stock options 244,774 192,898 Shares issuable upon exercise of warrants to purchase common stock 17,233,104 13,883,732 Shares contingently issuable for earnout 1,000,000 1,000,000 18,477,878 15,076,630 The diluted loss per share computation equals basic loss per share for the year ended December 31, 2022 and December 31, 2021 because the Company had a net loss and the impact of the assumed exercise of stock options and warrants would have been anti-dilutive. |
Note 8 - Warrants
Note 8 - Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Warrants [Text Block] | 8. WARRANTS As of December 31, 2022, there were public warrants outstanding to purchase an aggregate of 6,325,000 shares of common stock, private warrants outstanding to purchase an aggregate of 3,915,997 shares of common stock, investor warrants outstanding to purchase an aggregate of 6,871,651 shares of common stock, private pre-funded warrants to purchase an aggregate of 1,383,399 shares of common stock, and assumed warrants outstanding to purchase an aggregate of 120,456 shares of common stock. 2020 Business Combination In connection with the closing of our Business Combination in 2020, our predecessor company, Tenzing, issued public warrants to purchase 6,325,000 shares and private placement warrants to purchase 556,313 shares. Further, there were assumed warrants to purchase an aggregate of 126,268 shares of common stock, of which 5,812 expired during the year ended December 31, 2022. These warrants were classified as equity as of December 31, 2022, and December 31, 2021. The fair value of these warrants on the date of issuance was $1,279,182. Each public warrant entitles the holder thereof to purchase one We may call the public warrants for redemption, in whole and not in part, at a price of $0.01 per warrant; • if, and only if, the reported last sale price of the common stock equals or exceeds $21.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to holders of the public warrants, and • if, and only if, there is a current registration statement in effect with respect to the issuance of the shares of Common Stock underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption • at any time while the public warrants are exercisable • upon not less than 30 days’ prior written notice of redemption to each warrant holder The private warrants are substantially similar to the public warrants except such private warrants; • are exercisable for cash or on a cashless basis, at the holder’s option • cannot be redeemed by us, so long as they are still held by the initial purchasers or their affiliates. • The redemption price is to be calculated as the 10-day average trading price ending one trading business day prior to the notice of redemption. In no event will the Company be required to net cash settle either the public or the private warrants. The exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or a recapitalization, reorganization, merger or consolidation. 2021 Public Offering In connection with the Offering of Units, the Company issued Pre-Funded Warrants exercisable for 5,066,600 shares of common stock, and Investor Warrants exercisable for 6,900,000 shares of common stock. During fiscal year 2021, 1,033,300 of Pre-Funded Warrants were exercised for $103 in proceeds, resulting in the issuance of 1,033,300 common shares. During the fiscal year ended December 31, 2022, 4,033,300 Pre-Funded Warrants were exercised for $403 in proceeds, resulting in the issuance of 4,033,300 common shares. There were no During the year ended December 31, 2021, 31,800 Investor Warrants were exercised for $98,377 in proceeds, resulting in the issuance of 23,849 shares of common shares. During the year ended December 31, 2022, 6,000 Investor Warrants were exercised for $18,563 in proceeds, resulting in the issuance of 4,500 shares of common shares. As of December 31, 2022, there are investor warrants outstanding to purchase an aggregate of 6,871,651 shares of common stock. 2022 Registered Direct Offering and Private Placement In connection with the September 2022 Offering, the Company issued to investors Private Placement Warrants to purchase up to 3,359,684 shares of common stock. The Private Placement Warrants were immediately exercisable upon issuance. In a concurrent private placement, the Company issued Private Pre-Funded Warrants to purchase up to an aggregate of 1,383,399 shares of common stock. The Private Pre-Funded Warrants were immediately exercisable. No The Company has determined that as the Pre-Funded Warrants and Investor Warrants were issued at fair value in a public offering of Units with no debt funding included in the offering, the Pre-Funded Warrants and Investor Warrants should be classified as equity. The fair value of the Private Placement Warrants and Private Pre-Funded Warrants was determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., Company share price of $2.20, exercise price of $2.40 for the Private Placement Warrants and $0.0001 for the Private Pre-Funded Warrants, term of 5 years, volatility of 111%, risk-free rate of 3.4%, and expected dividend rate of 0%) The Company evaluated the Private Placement Warrants and the Private Pre-Funded Warrants in accordance with the guidance at ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Deficit) Stock Option Plans and Stock-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 9. STOCKHOLDERS' EQUITY (DEFICIT) STOCK OPTION PLANS AND STOCK-BASED COMPENSATION Our authorized capital stock consists of: • 115,000,000 shares of common stock, par value $0.0001 per share; and • 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2022, there were 20,447,371 shares of our common stock outstanding, and no shares of preferred stock outstanding. Common Stock Voting. The holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent pursuant to written consent). Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote. Dividends. The holders of common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally available therefor and after provision is made for each class of capital stock having preference over the common stock. Liquidation Rights. In the event of the Company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Common Stock. Conversion Right. The holders of common stock have no conversion rights. Preemptive and Similar Rights. The holders of common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the Common Stock. All of the outstanding shares of common stock will be fully-paid and nonassessable. Preferred Stock Our board of directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted. Stock-Based Compensation Expense 2006 Equity Incentive Plan Reviva’s board of directors adopted, and Reviva’s stockholders approved, the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan, effective as of August 2006. The Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to Reviva’s employees, and for the grant of nonstatutory stock options, or NSOs, and restricted stock awards to Reviva’s employees, officers, directors and consultants; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. As of 2016, no new grants of awards are permitted under the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan. Upon the Business Combination, the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan was amended to change its name to the Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”), and each outstanding option to acquire Reviva common stock (whether vested or unvested) under the 2006 Equity Incentive Plan was assumed by the Company and automatically converted into an option to acquire shares of common stock, with its price and number of shares equitably adjusted based on the conversion of the shares of common stock of Reviva into shares of common stock of the Company pursuant to the Merger Agreement. Pursuant to such assumption and automatic conversion, as of the consummation of the Business Combination there are outstanding options under the 2006 Equity Incentive Plan exercisable for an aggregate of 65,471 shares of Company common stock, and no new grants of awards are permitted under the 2006 Equity Incentive Plan. 2020 Equity Incentive Plan On December 14, 2020, the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) became effective. The general purpose of the 2020 Equity Incentive Plan is to provide a means whereby employees, officers, directors, consultants, advisors or other individual service providers may develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to us, thereby advancing our interests and the interests of our stockholders. As of December 31, 2022, an aggregate of 2,600,063 shares of common stock may be issued under the 2020 Equity Incentive Plan, subject to equitable adjustment in the event of stock splits and other capital changes (the “Share Reserve”). The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten (10%) The Company records stock-based compensation expense in connection with the amortization of the fair value of stock options granted to employees, non-employee consultants and non-employee directors. During the years ended December 31, 2022, and 2021, the Company recorded stock-based compensation of $176,735 and $106,713 respectively. As of December 31, 2022, the Company had unrecognized stock-based compensation expense of $474,173, which is expected to be recognized over a weighted-average period of 2.9 years. As of December 31, 2021, the Company had unrecognized stock-based compensation expense of $281,397. Determining Fair Value Valuation and Recognition – The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions: Expected Term – Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term. Dividend Yield – The Company has not paid a dividend and does not The value of option grants is calculated using the Black-Scholes option pricing model with the following assumptions for options granted during the year ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Risk-free interest rate 2.96% - 3.94% 0.95% - 1.31% Expected term (in years) 5.45 - 6.06 5.20 - 6.08 Expected volatility 86.6% - 88.5% 87.1% - 93.9% Expected dividend yield 0% 0% Activity under the stock plans for the years ended December 31, 2021 and 2022, is as follows: Shares Available for Grant Number of Options Outstanding Weighted Average Exercise price per share Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance, December 31, 2020 461,587 65,471 $ 16.86 2.13 $ — Authorized 923,174 — — Granted (127,427 ) 127,427 $ 4.14 Balance, December 31, 2021 1,257,334 192,898 $ 8.46 6.76 $ — Authorized (Evergreen Shares) 1,443,329 Granted (100,600 ) 100,600 $ 4.91 Expired (48,724 ) $ 11.89 Balance, December 31, 2022 2,600,063 244,774 $ 6.32 8.62 $ — Balance at December 31, 2022 244,774 $ 6.32 8.62 $ — Options exercisable at December 31, 2022 107,455 $ 8.22 7.60 $ — |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 10. COMMITMENTS AND CONTINGENCIES Clinical trials Since 2010, the Company has entered into multiple clinical trial agreements with medical institutions in the United States, Europe and Asia for the purpose of enrolling patients into various clinical trials. The agreements are substantially similar by trial and include a detailed listing of the clinical trial services for which the Company will pay, how much will be paid for each service, a set-up charge (if any), Investigational Review Board fees, contractual term, and other provisions. The clinical trial services provided by each site generally include the screening of prospective patients and, for those patients to be enrolled in the study, administration of the Company’s investigation drug according to the trial protocol, any required hospitalization, ancillary medical supplies, and 2-week patient follow-up. Further, each agreement requires the Company to indemnify each respective clinical site against any and all liability, loss, or damage it may suffer as a result of third-party claims; the Company maintains product liability insurance of not less than $10 million in conjunction with this indemnification. The agreements may be terminated upon 30 days’ written notice, subject to conditions of paying all liabilities incurred through the date of termination. Additionally, with each screened patient, the Company incurs expense with other entities engaged to provide independent review of patient medical records. As part of the Company's agreement with one of its clinical research organizations, the Company is required to maintain a 7% upfront float for fees related to expenses incurred in clinical studies. When the float has depleted to 15% (i.e. 85% of the float has been used) the Company will receive an invoice to replenish the float up to 7% of the remaining estimated budget for the studies. In December 2022, the Company received an invoice for approximately $646 thousand. The Company paid this invoice in January 2023 and will expense the prepaid balance in fiscal 2023 as the services are incurred. Indemnification From time to time, in its normal course of business, the Company may indemnify other parties, with whom it enters into contractual relationships, including lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from a breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification obligations due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. The Company has also indemnified its directors and executive officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a director or executive officer. Operating Leases The Company adopted ASC 842, Leases, on January 1, 2019. The Company has elected to apply the short-term lease exception to leases of one year or less. Presently, the Company has a single twelve |
Note 11 - Fair Value Measuremen
Note 11 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 11. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: • Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 — Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3 — Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following is a listing of the Company’s warrant liabilities required to be measured at fair value on a recurring basis and where they are classified within the fair value hierarchy as of December 31, 2022 and December 31, 2021: December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability — — $ 567,439 $ 567,439 Total $ — $ — $ 567,439 $ 567,439 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ 372,730 $ 372,730 Total $ — $ — $ 372,730 $ 372,730 The following table summarizes the changes in the fair value of the warrant liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): Twelve Months Ended December 31, 2022 2021 Balance, beginning of period $ 372,730 $ 1,963,785 Change in fair value of warrant liability 194,709 (1,591,055 ) Balance, end of period $ 567,439 $ 372,730 The Company classified the private warrants pursuant to ASC 815 as derivative liabilities, as the warrants have terms which are modified upon any future transfer of ownership, with subsequent changes in their fair values to be recognized in the consolidated financial statements at each reporting date. The Company calculated the fair value of the private warrants as of December 31, 2022 as $567,439 using a Black-Scholes model. The key inputs used in the Black-Scholes calculation were, the risk-free interest rate, expected volatility, expected life, exercise price and stock price. The risk-free interest rate was estimated to be 4.23%, the expected volatility was estimated to be 71.6%, and the expected life was estimated to be 2.96 years. The exercise price was $ 11.50 The Company recorded a loss and (gain) on remeasurement of warrant liabilities of $194,709 and $(1,591,055) for the years ended December 31, 2022 and 2021, respectively. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 12. SUBSEQUENT EVENTS On March 10, 2023, Silicon Valley Bank ("SVB") was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation ("FDIC") as receiver. On March 12, 2023, the Secretary of the Treasury, the chair of the Federal Reserve Board and the chairman of the FDIC released a joint statement related to the FDIC's resolution of the SVB receivership, which provides that all depositors will have access to all their money starting March 13, 2023. The Company has subsequently transferred the majority of its deposits out of SVB to another financial institution. As of March 30, 2023, all cash deposited with SVB by the Company are accessible to the Company. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Consolidation, Policy [Policy Text Block] | Principals of consolidation |
Going Concern [Policy Text Block] | Liquidity and Going Concern |
Use of Estimates, Policy [Policy Text Block] | Use of estimates |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk and other risks and uncertainties |
Impact of COVID-19 [Policy Text Block] | Impact of COVID-19 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Lessee, Leases [Policy Text Block] | Leases |
Research and Development Expense, Policy [Policy Text Block] | Research and development costs |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | General and administrative costs |
Income Tax, Policy [Policy Text Block] | Income taxes |
Share-Based Payment Arrangement [Policy Text Block] | Stock-based compensation Expected term: Expected volatility: Expected dividend: Risk-free interest rate: Forfeiture rate: |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair Value Measurements of Warrants • Level 1 — Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. • Level 2 — Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. • Level 3 — Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements |
Note 6 - Income Taxes (Tables)
Note 6 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | December 31, 2022 2021 (in thousands) United States $ (24,363 ) $ (8,544 ) International 44 28 Loss before income taxes $ (24,319 ) $ (8,516 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2022 2021 (in thousands) Current: Federal $ — $ — State 9 2 Foreign 12 6 Total current expense 21 8 Deferred: Federal — — State — — Foreign — — Total deferred expense — — Total Tax Expense $ 21 $ 8 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2022 2021 Statutory federal income tax rate $ (5,103,894 ) $ (1,788,135 ) State income taxes, net of federal tax benefits 4,424 (58,152 ) Warrant Expense 48,653 (334,122 ) Stock-based compensation expense 10,766 8,924 Foreign Rate Differential 2,212 1,414 Other Permanent Differences 100,365 5,301 Valuation allowance 4,958,074 2,173,051 $ 20,600 $ 8,281 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2022 2021 Net operating loss Carryforwards 12,619,407 11,262,916 Accruals and Reserves 117,909 81,911 Stock-based compensation expense 218,421 197,508 Fixed Assets/Capitalized Start Up Costs 2,419 2,557 Capitalized Section 174 3,539,335 — Others 5,475 — 16,502,966 11,544,892 Valuation allowance Net deferred tax assets (16,502,966 ) (11,544,892 ) Deferred income taxes $ — $ — |
Note 7 - Loss Per Share (Tables
Note 7 - Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2022 2021 Shares issuable upon exercise of stock options 244,774 192,898 Shares issuable upon exercise of warrants to purchase common stock 17,233,104 13,883,732 Shares contingently issuable for earnout 1,000,000 1,000,000 18,477,878 15,076,630 |
Note 9 - Stockholders' Equity_2
Note 9 - Stockholders' Equity (Deficit) Stock Option Plans and Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | December 31, 2022 December 31, 2021 Risk-free interest rate 2.96% - 3.94% 0.95% - 1.31% Expected term (in years) 5.45 - 6.06 5.20 - 6.08 Expected volatility 86.6% - 88.5% 87.1% - 93.9% Expected dividend yield 0% 0% |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Shares Available for Grant Number of Options Outstanding Weighted Average Exercise price per share Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance, December 31, 2020 461,587 65,471 $ 16.86 2.13 $ — Authorized 923,174 — — Granted (127,427 ) 127,427 $ 4.14 Balance, December 31, 2021 1,257,334 192,898 $ 8.46 6.76 $ — Authorized (Evergreen Shares) 1,443,329 Granted (100,600 ) 100,600 $ 4.91 Expired (48,724 ) $ 11.89 Balance, December 31, 2022 2,600,063 244,774 $ 6.32 8.62 $ — Balance at December 31, 2022 244,774 $ 6.32 8.62 $ — Options exercisable at December 31, 2022 107,455 $ 8.22 7.60 $ — |
Note 11 - Fair Value Measurem_2
Note 11 - Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | December 31, 2022 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability — — $ 567,439 $ 567,439 Total $ — $ — $ 567,439 $ 567,439 December 31, 2021 Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ — $ 372,730 $ 372,730 Total $ — $ — $ 372,730 $ 372,730 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Twelve Months Ended December 31, 2022 2021 Balance, beginning of period $ 372,730 $ 1,963,785 Change in fair value of warrant liability 194,709 (1,591,055 ) Balance, end of period $ 567,439 $ 372,730 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies and Basis of Presentation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Working Capital | $ 12,900,000 | |
Retained Earnings (Accumulated Deficit), Total | 91,171,261 | $ 66,831,969 |
Cash | 18,500,000 | |
Net Income (Loss) Attributable to Parent, Total | $ (24,339,292) | $ (8,521,876) |
Note 3 - Financing Agreements (
Note 3 - Financing Agreements (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 08, 2022 | Jun. 01, 2021 | Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 28, 2022 | Dec. 31, 2020 | |
Proceeds from Issuance or Sale of Equity, Net | $ 7,800,000 | $ 7,773,527 | $ 31,497,463 | ||||
Proceeds from Warrant Exercises | $ 18,966 | $ 98,481 | |||||
Proceeds from Issuance or Sale of Equity, Total | 8,500,000 | ||||||
Issuance of Equity, Transaction Costs | $ 700,000 | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,976,285 | 4,133,400 | |||||
Public Offering [Member] | |||||||
Number of Units, One, Issued (in shares) | 4,133,400 | ||||||
Number of Units, Two, Issued (in shares) | 5,066,600 | ||||||
Shares Issued, Price Per Share, One (in dollars per share) | $ 3.75 | ||||||
Shares Issued, Price Per Share, Two (in dollars per share) | $ 3.7499 | ||||||
Proceeds from Issuance or Sale of Equity, Net | $ 31,500,000 | ||||||
Payments of Stock Issuance Costs | $ 3,000,000 | ||||||
Public Offering [Member] | Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 4,133,400 | ||||||
Over-Allotment Option [Member] | |||||||
Number of Units, One, Issued (in shares) | 1,200,000 | ||||||
Registered Direct Offering and Private Placement [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,976,285 | ||||||
Shares Issued, Price Per Share | $ 2.53 | ||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | ||||||
The Market Offering Agreement "ATM Agreement" [Member] | H.C. Wainwright & Co [Member] | |||||||
Sale of Stock Agreement, Maximum Aggregate Gross Proceeds | $ 12,900,000 | ||||||
Shares, Issued (in shares) | 0 | ||||||
Pre-Funded Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0001 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,066,600 | 5,066,600 | |||||
Class of Warrant or Right, Exercised During Period | 4,033,300 | 1,033,300 | |||||
Proceeds from Warrant Exercises | $ 403 | $ 103 | |||||
Investor Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 0.75 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 4.125 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,900,000 | 6,900,000 | |||||
Class of Warrant or Right, Exercised During Period | 6,000 | 31,800 | |||||
Proceeds from Warrant Exercises | $ 18,563 | $ 98,377 | |||||
Stock Issued During Period, Shares, Warrant Exercises | 4,500 | ||||||
Private Placement Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 2.40 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,359,684 | 556,313 | |||||
Class of Warrant or Right, Exercised During Period | 0 | ||||||
Private Placement Warrants [Member] | Maximum [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,359,684 | ||||||
Private Pre-funded Warrant [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,383,399 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.0001 | ||||||
Class of Warrant or Right, Exercised During Period | 0 | ||||||
Class of Warrant or Right, Purchase Price Per Warrant or Right | $ 2.5299 | ||||||
Proceeds from Issuance of Warrants | $ 3,500,000 | ||||||
Private Pre-funded Warrant [Member] | Maximum [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,383,399 |
Note 4 - Business Combination (
Note 4 - Business Combination (Details Textual) $ / shares in Units, $ in Thousands | Dec. 14, 2020 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Reviva Pharmaceuticals, Inc. [Member] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Additional Shares to be Issued to Security Holders, Contingent on Stock Price Performance | shares | 1,000,000 | ||
Stock Price Performance, Milestone Period | 3 years | ||
Threshold Closing Price for Specified Number of Trading Days | $ 15 | ||
Threshold Trading Days for Sale of Shares | 20 days | ||
Threshold Consecutive Trading Days for Sale of Shares | 30 days | ||
Goodwill, Ending Balance | $ | $ 0 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total | $ | $ 0 | ||
Reviva Pharmaceuticals, Inc. [Member] | Conversion of Reviva Common Stock into Company's Common Stock [Member] | |||
Conversion of Stock, Conversion Rate | 0.152268 | ||
Reviva Pharmaceuticals, Inc. [Member] | Conversion of Reviva Preferred Stock into Company's Common Stock [Member] | |||
Conversion of Stock, Conversion Rate | 0.414647 |
Note 5 - Employee Benefit Plan
Note 5 - Employee Benefit Plan (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 0 |
Note 6 - Income Taxes (Details
Note 6 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4,958,074 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 0 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 0 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 100,000 | $ 0 |
Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | 100,000 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards | 55,900,000 | |
Operating Loss Carryforwards, Subject to Expiration | 35,300,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 12,600,000 |
Note 6 - Income Taxes - Domesti
Note 6 - Income Taxes - Domestic and International Pre-tax Income (Loss) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
United States | $ (24,363,000) | $ (8,544,000) |
International | 44,000 | 28,000 |
Loss before provision for income taxes | $ (24,318,515) | $ (8,515,872) |
Note 6 - Income Taxes - Income
Note 6 - Income Taxes - Income Tax Expense Attributable to Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Federal | $ 0 | $ 0 |
State | 9,000 | 2,000 |
Foreign | 12,000 | 6,000 |
Total current expense | 21,000 | 8,000 |
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred expense | 0 | 0 |
Income Tax Expense (Benefit), Including Immaterial Differences | $ 20,600 | $ 8,281 |
Note 6 - Income Taxes - Provisi
Note 6 - Income Taxes - Provision for Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statutory federal income tax rate | $ (5,103,894) | $ (1,788,135) |
State income taxes, net of federal tax benefits | 4,424 | (58,152) |
Warrant Expense | 48,653 | (334,122) |
Stock-based compensation expense | 10,766 | 8,924 |
Foreign Rate Differential | 2,212 | 1,414 |
Other Permanent Differences | 100,365 | 5,301 |
Valuation allowance | 4,958,074 | 2,173,051 |
Income Tax Expense (Benefit), Including Immaterial Differences | $ 20,600 | $ 8,281 |
Note 6 - Income Taxes - Deferre
Note 6 - Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Net operating loss Carryforwards | $ 12,619,407 | $ 11,262,916 |
Accruals and Reserves | 117,909 | 81,911 |
Stock-based compensation expense | 218,421 | 197,508 |
Fixed Assets/Capitalized Start Up Costs | 2,419 | 2,557 |
Capitalized Section 174 | 3,539,335 | 0 |
Others | 5,475 | 0 |
Deferred Tax Assets, Gross, Total | 16,502,966 | 11,544,892 |
Net deferred tax assets | (16,502,966) | (11,544,892) |
Deferred income taxes | $ 0 | $ 0 |
Note 7 - Loss Per Share - Antid
Note 7 - Loss Per Share - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive securities (in shares) | 18,477,878 | 15,076,630 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 244,774 | 192,898 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 17,233,104 | 13,883,732 |
Earn-out Shares [Member] | ||
Antidilutive securities (in shares) | 1,000,000 | 1,000,000 |
Note 8 - Warrants (Details Text
Note 8 - Warrants (Details Textual) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Sep. 30, 2022 $ / shares | Sep. 08, 2022 USD ($) $ / shares shares | Jun. 01, 2021 $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Proceeds from Warrant Exercises | $ | $ 18,966 | $ 98,481 | ||||
Share Price | $ / shares | $ 4.25 | $ 2.20 | ||||
Public Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 6,325,000 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | 6,325,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | |||||
Class of Warrant or Right, Redemption Price Per Share | $ / shares | $ 0.01 | |||||
Threshold Closing Price for Specified Number of Trading Days | $ / shares | $ 21 | |||||
Threshold Trading Days for Sale of Shares | 20 days | |||||
Threshold Consecutive Trading Days for Sale of Shares | 30 days | |||||
Private Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 3,915,997 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | |||||
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.716 | |||||
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.0423 | |||||
Investor Warrant [Member] | ||||||
Class of Warrant or Right, Outstanding | 6,871,651 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 0.75 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 6,900,000 | 6,900,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 4.125 | |||||
Class of Warrant or Right, Exercised During Period | 6,000 | 31,800 | ||||
Proceeds from Warrant Exercises | $ | $ 18,563 | $ 98,377 | ||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 4,500 | 23,849 | ||||
Private Pre-funded Warrant [Member] | ||||||
Class of Warrant or Right, Outstanding | 1,383,399 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,383,399 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class of Warrant or Right, Exercised During Period | 0 | |||||
Assumed Warrants [Member] | ||||||
Class of Warrant or Right, Outstanding | 120,456 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 126,268 | |||||
Class of Warrant or Right, Expired During Period | 5,812 | |||||
Warrants and Rights Outstanding | $ | $ 1,279,182 | |||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 3,359,684 | 556,313 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 2.40 | |||||
Class of Warrant or Right, Exercised During Period | 0 | |||||
Pre-Funded Warrant [Member] | ||||||
Class of Warrant or Right, Outstanding | 0 | |||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 5,066,600 | 5,066,600 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 0.0001 | |||||
Class of Warrant or Right, Exercised During Period | 4,033,300 | 1,033,300 | ||||
Proceeds from Warrant Exercises | $ | $ 403 | $ 103 | ||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 4,033,300 | 1,033,300 | ||||
Private Placement Warrants and Private Pre-funded Warrants [Member] | ||||||
Warrants and Rights Outstanding | $ | $ 5,712,592 | |||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Private Placement Warrants and Private Pre-funded Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||
Warrants and Rights Outstanding, Measurement Input | 1.11 | |||||
Private Placement Warrants and Private Pre-funded Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0.034 | |||||
Private Placement Warrants and Private Pre-funded Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||
Warrants and Rights Outstanding, Measurement Input | 0 |
Note 9 - Stockholders' Equity_3
Note 9 - Stockholders' Equity (Deficit) Stock Option Plans and Stock-based Compensation (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Common Stock, Shares Authorized | 115,000,000 | 115,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares, Outstanding, Ending Balance | 20,447,371 | 14,433,286 |
Preferred Stock, Shares Outstanding, Ending Balance | 422 | |
Share-Based Payment Arrangement, Expense | $ 176,735 | $ 106,713 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 474,173 | $ 281,397 |
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 10 months 24 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Payments | $ 0 | |
Equity Incentive Plan 2006 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | 65,471 | |
Equity Incentive Plan 2020 [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 2,600,063 | |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Percent of Increase | 10% | |
Equity Incentive Plan 2020 [Member] | Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 1,443,329 |
Note 9 - Stockholders' Equity_4
Note 9 - Stockholders' Equity (Deficit) Stock Option Plans and Stock-based Compensation - Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expected dividend yield | 0% | 0% |
Minimum [Member] | ||
Risk-free interest rate | 2.96% | 0.95% |
Expected term (in years) (Year) | 5 years 5 months 12 days | 5 years 2 months 12 days |
Expected volatility | 86.60% | 87.10% |
Maximum [Member] | ||
Risk-free interest rate | 3.94% | 1.31% |
Expected term (in years) (Year) | 6 years 21 days | 6 years 29 days |
Expected volatility | 88.50% | 93.90% |
Note 9 - Stockholders' Equity_5
Note 9 - Stockholders' Equity (Deficit) Stock Option Plans and Stock-based Compensation - Stock Option Activity (Details) - Share-Based Payment Arrangement, Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance, shares available for grant (in shares) | 1,257,334 | 461,587 | |
Balance, number of options outstanding (in shares) | 192,898 | 65,471 | |
Balance, weighted average exercise price (in dollars per share) | $ 16.86 | ||
Balance, weighted average remaining contractual term (Year) | 8 years 7 months 13 days | 6 years 9 months 3 days | 2 years 1 month 17 days |
Balance, aggregate intrinsic value | $ 0 | $ 0 | $ 0 |
Authorized, shares available for grant (in shares) | 1,443,329 | 923,174 | |
Granted, shares available for grant (in shares) | (100,600) | (127,427) | |
Granted, number of options outstanding (in shares) | 100,600 | 127,427 | |
Granted, weighted average exercise price (in dollars per share) | $ 4.91 | $ 4.14 | |
Expired, number of options outstanding (in shares) | (48,724) | ||
Expired, weighted average exercise price (in dollars per share) | $ 11.89 | ||
Balance, shares available for grant (in shares) | 2,600,063 | 1,257,334 | 461,587 |
Balance, number of options outstanding (in shares) | 244,774 | 192,898 | 65,471 |
Balance, weighted average exercise price (in dollars per share) | $ 6.32 | $ 16.86 | |
Options exercisable, number of options outstanding (in shares) | 107,455 | ||
Options exercisable, weighted average exercise price (in dollars per share) | $ 8.22 | $ 8.46 | |
Options exercisable, weighted average remaining contractual term (Year) | 7 years 7 months 6 days | ||
Options exercisable, aggregate intrinsic value | $ 0 |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Dec. 31, 2022 | |
Corporate Office Lease [Member] | ||
Lessee, Operating Lease, Term of Contract (Month) | 12 months | |
Lessee, Operating Lease, Monthly Lease Payment | $ 1,447 | |
Agreement With One of Clinical Research Organizations [Member] | ||
Agreement, Required Upfront Float for Fees, Percentage | 7% | |
Agreement, Upfront Float, Percentage Left to Receive Invoice to Replenish | 15% | |
Agreement, Upfront Float, Percentage Used to Receive Invoice to Replenish | 85% | |
Agreement With One of Clinical Research Organizations [Member] | Subsequent Event [Member] | ||
Payments for Upfront Float | $ 646,000 | |
Minimum [Member] | ||
General Product Liability Insurance | $ 10,000,000 |
Note 11 - Fair Value Measurem_3
Note 11 - Fair Value Measurements (Details Textual) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Sep. 08, 2022 $ / shares | |
Share Price | $ / shares | $ 4.25 | $ 2.20 | |
Fair Value Adjustment of Warrants | $ 194,709 | $ (1,591,055) | |
Private Warrants [Member] | |||
Warrants and Rights Outstanding, Fair Value | $ 567,439 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 11.50 | ||
Fair Value Adjustment of Warrants | $ 194,709 | $ 1,591,055 | |
Private Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0423 | ||
Private Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.716 | ||
Private Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 2.96 |
Note 11 - Fair Value Measurem_4
Note 11 - Fair Value Measurements - Fair Value on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Warrant liability | $ 567,439 | $ 372,730 |
Total | 567,439 | 372,730 |
Fair Value, Inputs, Level 3 [Member] | ||
Warrant liability | 567,439 | 372,730 |
Total | $ 567,439 | $ 372,730 |
Note 11 - Fair Value Measurem_5
Note 11 - Fair Value Measurements - Fair Value Liability Reconciliation Level 3 (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, beginning of period | $ 372,730 | $ 1,963,785 |
Change in fair value of warrant liability | 194,709 | (1,591,055) |
Balance, end of period | $ 567,439 | $ 372,730 |