Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-40652 | |
Entity Registrant Name | Indaptus Therapeutics, Inc. | |
Entity Central Index Key | 0001857044 | |
Entity Tax Identification Number | 86-3158720 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 3 Columbus Circle | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10019 | |
City Area Code | (646) | |
Local Phone Number | 427-2727 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | INDP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,258,597 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,718,213 | $ 39,132,165 |
Marketable securities | 21,742,040 | |
Assets held for sale | 148,400 | |
Prepaid expenses and other current assets | 1,133,392 | 1,106,653 |
Total current assets | 29,593,645 | 40,387,218 |
Non-current assets: | ||
Property and equipment, net | 2,340 | 3,800 |
Right-of-use asset | 102,254 | 169,088 |
Other assets | 754,728 | 16,477 |
Total non-current assets | 859,322 | 189,365 |
Total assets | 30,452,967 | 40,576,583 |
Current liabilities: | ||
Accounts payable and other current liabilities | 2,782,084 | 4,507,676 |
Operating lease liability, current portion | 98,625 | 96,465 |
Total current liabilities | 2,880,709 | 4,604,141 |
Non-current liabilities: | ||
Operating lease liability, net of current portion | 4,949 | 72,862 |
Total non-current liabilities | 4,949 | 72,862 |
Total liabilities | 2,885,658 | 4,677,003 |
Commitments and contingent liabilities (Note 8) | ||
Stockholders’ equity: | ||
Common stock: $0.01 par value, 200,000,000 shares authorized as of September 30, 2022 and December 31, 2021; 8,258,597 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 82,586 | 82,586 |
Additional paid in capital | 53,807,500 | 51,487,881 |
Accumulated deficit | (26,337,908) | (15,670,887) |
Accumulated other comprehensive income | 15,131 | |
Total stockholders’ equity | 27,567,309 | 35,899,580 |
Total liabilities and stockholders’ equity | $ 30,452,967 | $ 40,576,583 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,258,597 | 8,258,597 |
Common stock, shares outstanding | 8,258,597 | 8,258,597 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
Research and development | $ 1,609,554 | $ 697,674 | $ 4,412,817 | $ 1,578,512 |
General and administrative | 1,942,995 | 2,670,317 | 6,411,066 | 2,932,100 |
Total operating expenses | 3,552,549 | 3,367,991 | 10,823,883 | 4,510,612 |
Loss from operations | (3,552,549) | (3,367,991) | (10,823,883) | (4,510,612) |
Other income, net | 86,184 | 827 | 156,862 | 15,548 |
Net loss | $ (3,466,365) | $ (3,367,164) | $ (10,667,021) | $ (4,495,064) |
Net loss available to common stockholders per share of common stock, basic and diluted | $ (0.42) | $ (0.81) | $ (1.29) | $ (1.67) |
Weighted average number of shares used in calculating net loss per share, basic and diluted | 8,258,597 | 4,180,744 | 8,258,597 | 2,692,770 |
Other comprehensive income: | ||||
Reclassification adjustment for realized gain on available for sale securities included in net loss | $ (7,836) | $ (7,836) | ||
Unrealized gain on available-for-sale securities | 49,904 | 22,967 | ||
Comprehensive loss | $ (3,424,297) | $ (3,367,164) | $ (10,651,890) | $ (4,495,064) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 8,359 | $ 19,447 | $ 7,693,994 | $ (7,959,501) | $ (237,701) | |
Beginning balance, shares at Dec. 31, 2020 | 835,928 | 1,944,672 | ||||
Stock-based compensation | 20,445 | 20,445 | ||||
Net loss | (612,421) | (612,421) | ||||
Ending balance, value at Mar. 31, 2021 | $ 8,359 | $ 19,447 | 7,714,439 | (8,571,922) | (829,677) | |
Ending balance, shares at Mar. 31, 2021 | 835,928 | 1,944,672 | ||||
Beginning balance, value at Dec. 31, 2020 | $ 8,359 | $ 19,447 | 7,693,994 | (7,959,501) | (237,701) | |
Beginning balance, shares at Dec. 31, 2020 | 835,928 | 1,944,672 | ||||
Net loss | (4,495,064) | |||||
Other comprehensive income | ||||||
Ending balance, value at Sep. 30, 2021 | $ 81,332 | 50,452,275 | (12,454,565) | 38,079,042 | ||
Ending balance, shares at Sep. 30, 2021 | 8,133,243 | |||||
Beginning balance, value at Mar. 31, 2021 | $ 8,359 | $ 19,447 | 7,714,439 | (8,571,922) | (829,677) | |
Beginning balance, shares at Mar. 31, 2021 | 835,928 | 1,944,672 | ||||
Stock-based compensation | 20,673 | 20,673 | ||||
Net loss | (515,479) | (515,479) | ||||
Ending balance, value at Jun. 30, 2021 | $ 8,359 | $ 19,447 | 7,735,112 | (9,087,401) | (1,324,483) | |
Ending balance, shares at Jun. 30, 2021 | 835,928 | 1,944,672 | ||||
Stock-based compensation | 795,338 | 795,338 | ||||
Net loss | (3,367,164) | (3,367,164) | ||||
Conversion of preferred Stock | $ (8,359) | $ 8,359 | ||||
Conversion of preferred stock, shares | (835,928) | 835,928 | ||||
Conversion of SAFE Agreements | $ 7,666 | 6,409,463 | 6,417,129 | |||
Conversion of SAFE Agreements, shares | 766,627 | |||||
Issuance of common stock upon merger, net of Decoy’s transaction costs in the amount of $665,627 | $ 18,587 | 8,246,233 | 8,264,820 | |||
Issuance of common stock upon merger, net of Decoy's transaction costs, shares | 1,858,743 | |||||
Issuance of pre-funded warrants and warrants, net of issuance costs in the amount of $2,706,598 | 27,266,129 | 27,266,129 | ||||
Exercise of pre-funded warrants | $ 27,273 | 27,273 | ||||
Exercise of pre-funded warrants, shares | 2,727,273 | |||||
Other comprehensive income | ||||||
Ending balance, value at Sep. 30, 2021 | $ 81,332 | 50,452,275 | (12,454,565) | 38,079,042 | ||
Ending balance, shares at Sep. 30, 2021 | 8,133,243 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 82,586 | 51,487,881 | (15,670,887) | 35,899,580 | ||
Beginning balance, shares at Dec. 31, 2021 | 8,258,597 | |||||
Stock-based compensation | 831,183 | 831,183 | ||||
Net loss | (3,365,154) | (3,365,154) | ||||
Other comprehensive income | (9,221) | (9,221) | ||||
Ending balance, value at Mar. 31, 2022 | $ 82,586 | 52,319,064 | (19,036,041) | (9,221) | 33,356,388 | |
Ending balance, shares at Mar. 31, 2022 | 8,258,597 | |||||
Beginning balance, value at Dec. 31, 2021 | $ 82,586 | 51,487,881 | (15,670,887) | 35,899,580 | ||
Beginning balance, shares at Dec. 31, 2021 | 8,258,597 | |||||
Net loss | (10,667,021) | |||||
Other comprehensive income | 22,967 | |||||
Ending balance, value at Sep. 30, 2022 | $ 82,586 | 53,807,500 | (26,337,908) | 15,131 | 27,567,309 | |
Ending balance, shares at Sep. 30, 2022 | 8,258,597 | |||||
Beginning balance, value at Mar. 31, 2022 | $ 82,586 | 52,319,064 | (19,036,041) | (9,221) | 33,356,388 | |
Beginning balance, shares at Mar. 31, 2022 | 8,258,597 | |||||
Stock-based compensation | 904,395 | 904,395 | ||||
Net loss | (3,835,502) | (3,835,502) | ||||
Other comprehensive income | (17,716) | (17,716) | ||||
Ending balance, value at Jun. 30, 2022 | $ 82,586 | 53,223,459 | (22,871,543) | (26,937) | 30,407,565 | |
Ending balance, shares at Jun. 30, 2022 | 8,258,597 | |||||
Stock-based compensation | 584,041 | 584,041 | ||||
Net loss | (3,466,365) | (3,466,365) | ||||
Other comprehensive income | 49,904 | 49,904 | ||||
Reclassification adjustment for realized gain on available for sale securities included in net loss | (7,836) | (7,836) | ||||
Ending balance, value at Sep. 30, 2022 | $ 82,586 | $ 53,807,500 | $ (26,337,908) | $ 15,131 | $ 27,567,309 | |
Ending balance, shares at Sep. 30, 2022 | 8,258,597 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Decoy's transaction costs | |
Private Placement [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Issuance expense | 2,706,598 |
Merger Transaction [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Decoy's transaction costs | $ 665,627 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (10,667,021) | $ (4,495,064) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 1,460 | 868 |
Stock-based compensation | 2,319,619 | 836,456 |
Realized gain on assets held for sale | (24,155) | |
Realized gain on marketable securities | (7,836) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (26,739) | (1,128,933) |
Accounts payable and other current liabilities | (1,725,592) | (2,964,147) |
Other assets | (738,251) | |
Operating lease right-of-use asset and liability, net | 1,081 | |
Net cash used in operating activities | (10,867,434) | (7,750,820) |
Cash flows from investing activities: | ||
Proceeds received for assets held for sale | 172,555 | |
Purchases of property and equipment | (3,854) | |
Purchase of marketable securities | (23,719,073) | |
Maturity of short-term investments | 2,000,000 | |
Net cash used in investing activities | (21,546,518) | (3,854) |
Cash flows from financing activities: | ||
Proceeds from merger | 16,346,622 | |
Decoy’s transaction costs | (665,627) | |
Issuance of pre-funded warrants and warrants | 29,972,727 | |
Issuance costs of Private Placement | (2,706,598) | |
Exercise of pre-funded warrants | 27,273 | |
Proceeds from SAFEs, net | 5,000,000 | |
Net cash provided by financing activities | 47,974,397 | |
Net (decrease) increase in cash and cash equivalents | (32,413,952) | 40,219,723 |
Cash and cash equivalents at beginning of period | 39,132,165 | 1,637,499 |
Cash and cash equivalents at end of period | 6,718,213 | 41,857,222 |
Noncash investing and financing activities | ||
Conversion of preferred stock | 8,359 | |
Conversion of SAFEs | 6,417,129 | |
Liabilities assumed, net of non-cash assets received in reverse merger | 7,616,175 | |
Release of deposit upon closing of merger | 200,000 | |
Supplemental cash flow disclosures | ||
Cash paid for income taxes | 2,400 | 800 |
Cash received for interest earned on deposits | $ 70,353 | $ 2,362 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1: GENERAL a. Indaptus Therapeutics, Inc. and its wholly-owned subsidiaries, Decoy Biosystems, Inc. and Intec Pharma Ltd., (collectively, the “Company”), is a biotechnology company dedicated to enhancing and expanding curative cancer immunotherapy for patients with unresectable or metastatic solid tumors and lymphomas, which are responsible for more than 90% of all cancer deaths. The Company is developing a novel, multi-targeted product that activates both innate and adaptive anti-tumor and anti-viral immune responses. Indaptus Therapeutics, Inc. (“Indaptus”), formerly “Intec Parent Inc.”, was established and incorporated in Delaware on February 24, 2021, as a private Delaware corporation and wholly-owned subsidiary of Intec Pharma Ltd., (“Intec Israel”), a former publicly traded company. b. On August 3, 2021, Indaptus completed its merger with Decoy Biosystems, Inc., (“Decoy”), following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated as of March 15, 2021 among Indaptus, Decoy, Intec Israel, Domestication Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Indaptus, and Dillon Merger Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Indaptus (“the Merger Sub”), pursuant to which Merger Sub merged with and into Decoy, with Decoy surviving as a wholly-owned subsidiary of Indaptus (the “Merger”) and the business conducted by Decoy became the business conducted by Indaptus. Also, in connection with the Merger, Indaptus changed its name from “Intec Parent, Inc.” to “Indaptus Therapeutics, Inc.”. Following completion of the Merger, shares of Indaptus common stock commenced trading at market open on August 4, 2021, on the Nasdaq Capital Market under the name “Indaptus Therapeutics, Inc.” and under the symbol “INDP”. c. In connection with the Merger, on July 23, 2021, Indaptus entered into a securities purchase agreement (the “Purchase Agreement”) with a certain institutional investor, pursuant to which Indaptus agreed to sell and issue, in a private placement (the “Private Placement”), pre-funded warrants and warrants for total net proceeds of approximately $ 27.3 2.7 11.00 136,364 13.75 d. On June 1, 2022, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) which was amended on September 1, 2022 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 the Company’s common stock, par value $ 0.01 6.3 The issuance and sale of common stock by the Company under the ATM Agreement Risks and uncertainties The Company is subject to a number of risks similar to those of other companies of similar size in its industry, including, but not limited to, the need for successful development of products, the need for additional capital (or financing) to fund operating losses (see below), competition from substitute products and services from larger companies, protection of proprietary technology, patent litigation, and dependence on key individuals. The COVID-19 pandemic has resulted in significant financial market volatility and uncertainty in the past year. The COVID-19 pandemic is affecting the United States and global economies and may affect the Company’s operations and those of third parties on which the Company relies, including by causing disruptions in the supply of its product candidates and the conduct of future clinical trials. For example, the pandemic has caused our good manufacturing practice (“GMP”) process to take longer than expected. In addition, the COVID-19 pandemic may affect the operations of the FDA and other health authorities, which could result in delays of reviews and approvals, including with respect to the Company’s product candidates. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact its short-term and long-term liquidity. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. While it is unknown how long these conditions will last and what the complete financial effect will be to the Company, capital raise efforts and additional development of the Company’s technologies may be negatively affected. Going concern and management’s plans The Company has incurred net losses and utilized cash in operations since inception, has an accumulated deficit as of September 30, 2022 of $ 26.3 Management plans to raise additional capital through equity and/or debt financings, or other capital sources, including potential collaborations, licenses, and other similar arrangements. However, these plans are not entirely within its control and cannot be assessed as being probable of occurring. The Company’s ability to raise additional capital may be adversely impacted by potential worsening of global economic conditions and the recent disruptions to, and volatility in, financial markets in the United States and worldwide resulting from the conflict between Russia and Ukraine and the ongoing COVID-19 pandemic. If the Company is unable to raise capital when needed or on attractive terms, it would be forced to delay, reduce, or eliminate its research and development programs or other operations. If any of these events occur, the Company’s ability to achieve the development and commercialization goals would be adversely affected. These unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2022, the consolidated results of operations and changes in stockholders’ equity for the three and nine-month periods ended September 30, 2022 and 2021, and cash flows for the nine-month periods ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2021, as filed in the Company’s Form The results for the nine-month period ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022. Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates. Loss per share Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options and warrants which are included under the treasury stock method when dilutive. The following number of stock options and warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data): SCHEDULE OF ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Weighted average Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Outstanding stock options 1,608,837 894,645 1,543,931 436,445 Warrants 3,090,787 3,648,274 3,090,787 1,220,562 Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, cash and cash equivalents consist primarily of checking and money market deposits. The Company’s cash balances exceed those that are federally insured; however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances. Marketable securities The Company’s investment in marketable securities includes U.S. treasury bonds that are classified as available-for-sale securities pursuant to Accounting Standards Codification (“ASC”) 320 “Investments — Debt Securities Property and equipment Property and equipment assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and other office equipment and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset. Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expense in the accompanying unaudited condensed consolidated statements of operations. Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials and professional services. All costs associated with research and development are expensed as incurred. The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset, which will be amortized or expensed as the contracted services are performed. Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. As of September 30, 2022 and December 31, 2021, the Company has recorded a full valuation allowance against its deferred tax assets. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. Stock-based compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined using the Black-Scholes-Merton (“Black-Scholes”) option pricing model as of the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis. The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company estimates the fair value of options granted by using the Black-Scholes model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield The Company has elected to recognize forfeitures as they occur. Fair value measurements Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and providing disclosures about 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. ASC 820, Fair Value Measurement |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3: MARKETABLE SECURITIES The Company’s investment in marketable securities included U.S. treasury bonds with maturities of less than one year. These investments are classified as available-for-sale and are recorded at fair value with unrealized gains and losses recorded in AOCI. These investments are categorized as Level 2. As of September 30, 2022, the fair value of the marketable securities is $ 21,742,040 no The unrealized gains for the three and nine-month periods ended September 30, 2022 amounted to $ 42,068 15,131 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | NOTE 4: PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets are comprised of the following: SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS September 30, December 31, 2022 2021 Prepaid insurance $ 836,833 $ 945,023 Prepaid research and development 248,719 127,643 Other receivables - 21,056 Other prepaid expenses 47,840 12,931 Total prepaid expenses and other current assets $ 1,133,392 $ 1,106,653 |
ACCOUNTS PAYABLE AND OTHER CURR
ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES | NOTE 5: ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES Accounts payable and other current liabilities are comprised of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES September 30, December 31, 2022 2021 Accounts payable $ 1,246,240 $ 2,637,806 Accrued employee costs 791,382 1,371,136 Accrued professional fees 228,811 139,871 Accrued research and development 241,009 135,751 Accrued board fees 116,000 125,333 Delaware franchise taxes payable 96,697 - Other accrued expenses 61,945 97,779 Total accounts payable and other current liabilities $ 2,782,084 $ 4,507,676 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 6: STOCK-BASED COMPENSATION In June 2021, the Intec Israel shareholders voted to approve the Indaptus 2021 Stock Incentive Plan, an equity incentive plan for grants to employees, officers, consultants, directors and other service providers, (the “2021 Plan”), that became effective upon the closing of the Merger. The maximum aggregate number of Shares that may be issued pursuant to this Plan is 1,864,963 shares (the “Pool”); provided, however that the Pool will increase on January 1 of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2024 (each, an “Evergreen Date”), in an amount equal to the lesser of (i) 3% of the total number of shares of Common Stock outstanding on the December 31 st The 2021 Plan provides for the grant of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock units, unrestricted stock awards, stock appreciation rights and other forms of stock-based compensation. The 2021 Plan permits the Company’s board to change the type, terms and conditions of awards as circumstances may change. This flexibility to adjust the type of compensation to be granted is particularly important given current economic and world events. On January 26, 2022, Indaptus’ board of directors approved a grant of options to purchase 289,200 4.90 ten years On February 1, 2022, Indaptus’ board of directors approved a grant of options to purchase 90,000 4.97 ten years On February 25, 2022, Indaptus’ board of directors approved a grant of options to purchase 60,000 4.18 ten years On June 21, 2022, Indaptus’ board of directors approved a grant of options to purchase 25,000 2.06 ten years On August 22, 2022, Indaptus’ board of directors approved a grant of options to purchase 7,500 2.36 ten years On September 30, 2022, Indaptus’ board of directors approved a grant of options to purchase 149,750 2.16 ten years A summary of the stock option activity during the nine months ended September 30, 2022, is presented in the table below: SCHEDULE OF SHARE BASED COMPENSATION Weighted average Number of Exercise Remaining Intrinsic value Outstanding as of January 1, 2022 1,174,660 $ 17.10 9.1 $ 241,103 Granted 621,450 $ 4.04 9.5 $ - Exercised - $ - - $ - Forfeited and cancelled (33,237 ) $ 11.46 - $ - Outstanding as of September 30, 2022 1,762,873 $ 12.60 8.8 $ 2,500 Exercisable as of September 30, 2022 531,856 $ 26.55 7.9 $ - Vested and expected to vest as of September 30, 2022 1,762,873 $ 12.60 8.8 $ 2,500 The following table summarizes the total stock-based compensation expense included in the unaudited condensed consolidated statements of operations for the periods presented: SCHEDULE OF STOCK BASED COMPENSATION EXPENSES 2022 2021 2022 2021 For the three months ended For the nine months ended 2022 2021 2022 2021 Research and development $ 217,379 $ 209,466 $ 602,069 $ 225,936 General and administrative 366,662 585,872 1,717,550 610,520 Total stock-based compensation expense $ 584,041 $ 795,338 $ 2,319,619 $ 836,456 As of September 30, 2022, total compensation cost not yet recognized related to unvested stock options was approximately $ 5.6 1.6 The Company estimates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes option-pricing model requires estimates of highly subjective assumptions, which affect the fair value of each stock option. The weighted average inputs used to measure the value of the options granted during the nine months ended September 30, 2022 are presented in the table below. The weighted average fair value of stock options issued during the nine months ended September 30, 2022 was $ 3.27 SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED 2022 Stock price $ 4.04 Exercise price $ 4.04 Expected term (in years) 5.83 Volatility 106.6 % Risk free rate 2.2 % Dividend yield 0.0 % The following table presents the exercise price of outstanding stock options as of September 30, 2022: SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS Options Exercise price $0.01 - $8.00 722,175 $ 0.01 8.00 722,175 $ 8.01 16.00 1,006,000 $ 16.01 34,698 Total 1,762,873 |
CAPITALIZATION
CAPITALIZATION | 9 Months Ended |
Sep. 30, 2022 | |
Capitalization | |
CAPITALIZATION | NOTE 7: CAPITALIZATION a. As of September 30, 2022 and December 31, 2021, the Company had 200,000,000 8,258,597 b. As of September 30, 2022 and December 31, 2021, there were warrants outstanding to purchase an aggregate of 3,090,787 12.50 4.2 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8: COMMITMENTS AND CONTINGENCIES Litigation On July 13, 2022, LTS Lohmann Therapie Systeme AG (“LTS”) filed a Request for Arbitration with the International Chamber of Commerce (“Request”), naming as respondent the Company’s subsidiary Intec Israel. The Request alleges that LTS is entitled to payment of Euro 2 1 1 1 1 From time to time, the Company could become involved in additional disputes and various litigation matters that arise in the normal course of business. These may include disputes and lawsuits related to intellectual property, licensing, contract law and employee relations matters. Periodically, the Company reviews the status of significant matters, if any exist, and assesses its potential financial exposure. If the potential loss from any claim or legal claim is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to pending claims and litigation. Leases On October 1, 2021, the Company entered into a noncancelable two-year operating lease agreement for approximately 2,000 7,999 3% 7% Future minimum annual lease payments under the Company’s noncancelable operating lease as of September 30, 2022 are as follows: SUMMARY OF MINIMUM LEASE PAYMENTS 2022 $ 24,476 2023 82,388 Total minimum lease payments 106,864 Less: amount representing interest (3,290 ) Present value of operating lease liability 103,574 Less: current portion (98,625 ) Operating lease liability, net of current portion $ 4,949 The Company recognized rent expense of $ 73,069 19,432 24,356 6,701 71,989 19,160 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9: SUBSEQUENT EVENTS The Company evaluated subsequent events from September 30, 2022, the date of these unaudited condensed consolidated financial statements, through November 10, 2022, which represents the date the condensed consolidated financial statements were issued, for events requiring recognition or disclosure in the consolidated financial statements for the period ended September 30, 2022. The Company concluded that no events have occurred that would require recognition or disclosure in the condensed consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2022, the consolidated results of operations and changes in stockholders’ equity for the three and nine-month periods ended September 30, 2022 and 2021, and cash flows for the nine-month periods ended September 30, 2022 and 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2021, as filed in the Company’s Form The results for the nine-month period ended September 30, 2022 are not necessarily indicative of the results expected for the year ending December 31, 2022. |
Principles of consolidation | Principles of consolidation The unaudited condensed consolidated financial statements include the accounts of Indaptus and its subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation. |
Use of estimates | Use of estimates The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. The most significant estimates relate to the determination of the fair value of stock-based compensation and the determination of period-end obligations to certain contract research organizations. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the unaudited condensed consolidated financial statements; therefore, actual results could differ from those estimates. |
Loss per share | Loss per share Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common stock outstanding during the period. Diluted loss per share is based upon the weighted average number of common stock and of common stock equivalents outstanding when dilutive. Common stock equivalents include outstanding stock options and warrants which are included under the treasury stock method when dilutive. The following number of stock options and warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data): SCHEDULE OF ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Weighted average Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Outstanding stock options 1,608,837 894,645 1,543,931 436,445 Warrants 3,090,787 3,648,274 3,090,787 1,220,562 |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2022 and December 31, 2021, cash and cash equivalents consist primarily of checking and money market deposits. The Company’s cash balances exceed those that are federally insured; however, the Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the cash and cash equivalents are held. To date, the Company has not recognized any losses caused by uninsured balances. |
Marketable securities | Marketable securities The Company’s investment in marketable securities includes U.S. treasury bonds that are classified as available-for-sale securities pursuant to Accounting Standards Codification (“ASC”) 320 “Investments — Debt Securities |
Property and equipment | Property and equipment Property and equipment assets are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The Company uses an estimated useful life of three years for employee-related computers and other office equipment and five years for furniture. Leasehold improvements are amortized over the shorter of the lease-term or the estimated useful life of the related asset. |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred and records such costs within general and administrative expense in the accompanying unaudited condensed consolidated statements of operations. |
Research and development expenses | Research and development expenses Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, subcontractors and materials used for research and development activities, including clinical trials and professional services. All costs associated with research and development are expensed as incurred. The Company accrues for expenses resulting from obligations under agreements with contract research organizations (“CROs”), contract manufacturing organizations (“CMOs”), and other outside service providers for which payment flows do not match the periods over which services or materials are provided to the Company. Accruals are recorded based on estimates of services received and efforts expended pursuant to agreements with CROs, CMOs, and other outside service providers. These estimates are typically based on contracted amounts applied to the proportion of work performed and determined through analysis with internal personnel and external service providers as to the progress or stage of completion of the services. In the event advance payments are made to a CRO, CMO, or outside service provider, the payments will be recorded as a prepaid asset, which will be amortized or expensed as the contracted services are performed. |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded for deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized in the foreseeable future. As of September 30, 2022 and December 31, 2021, the Company has recorded a full valuation allowance against its deferred tax assets. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses. |
Stock-based compensation | Stock-based compensation The Company measures and records the expense related to stock-based payment awards based on the fair value of those awards as determined using the Black-Scholes-Merton (“Black-Scholes”) option pricing model as of the date of grant. The Company recognizes stock-based compensation expense over the requisite service period of the individual grant, generally equal to the vesting period, on a straight-line basis. The Black-Scholes model requires the use of highly subjective and complex assumptions, which determine the fair value of stock-based awards, including the option’s expected term and the price volatility of the underlying stock. The Company estimates the fair value of options granted by using the Black-Scholes model with the following assumptions: Expected Volatility Expected Term Risk-Free Interest Rate Dividend Yield The Company has elected to recognize forfeitures as they occur. |
Fair value measurements | Fair value measurements Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company follows the established framework for measuring fair value and providing disclosures about 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. ASC 820, Fair Value Measurement |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SECURITIES | The following number of stock options and warrants were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive for the periods presented (share data): SCHEDULE OF ANTI-DILUTIVE SECURITIES 2022 2021 2022 2021 Weighted average Three months ended Nine months ended September 30 September 30 2022 2021 2022 2021 Outstanding stock options 1,608,837 894,645 1,543,931 436,445 Warrants 3,090,787 3,648,274 3,090,787 1,220,562 |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expenses And Other Current Assets | |
SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets are comprised of the following: SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS September 30, December 31, 2022 2021 Prepaid insurance $ 836,833 $ 945,023 Prepaid research and development 248,719 127,643 Other receivables - 21,056 Other prepaid expenses 47,840 12,931 Total prepaid expenses and other current assets $ 1,133,392 $ 1,106,653 |
ACCOUNTS PAYABLE AND OTHER CU_2
ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES | Accounts payable and other current liabilities are comprised of the following: SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES September 30, December 31, 2022 2021 Accounts payable $ 1,246,240 $ 2,637,806 Accrued employee costs 791,382 1,371,136 Accrued professional fees 228,811 139,871 Accrued research and development 241,009 135,751 Accrued board fees 116,000 125,333 Delaware franchise taxes payable 96,697 - Other accrued expenses 61,945 97,779 Total accounts payable and other current liabilities $ 2,782,084 $ 4,507,676 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
SCHEDULE OF SHARE BASED COMPENSATION | A summary of the stock option activity during the nine months ended September 30, 2022, is presented in the table below: SCHEDULE OF SHARE BASED COMPENSATION Weighted average Number of Exercise Remaining Intrinsic value Outstanding as of January 1, 2022 1,174,660 $ 17.10 9.1 $ 241,103 Granted 621,450 $ 4.04 9.5 $ - Exercised - $ - - $ - Forfeited and cancelled (33,237 ) $ 11.46 - $ - Outstanding as of September 30, 2022 1,762,873 $ 12.60 8.8 $ 2,500 Exercisable as of September 30, 2022 531,856 $ 26.55 7.9 $ - Vested and expected to vest as of September 30, 2022 1,762,873 $ 12.60 8.8 $ 2,500 |
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES | SCHEDULE OF STOCK BASED COMPENSATION EXPENSES 2022 2021 2022 2021 For the three months ended For the nine months ended 2022 2021 2022 2021 Research and development $ 217,379 $ 209,466 $ 602,069 $ 225,936 General and administrative 366,662 585,872 1,717,550 610,520 Total stock-based compensation expense $ 584,041 $ 795,338 $ 2,319,619 $ 836,456 |
SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED | SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED 2022 Stock price $ 4.04 Exercise price $ 4.04 Expected term (in years) 5.83 Volatility 106.6 % Risk free rate 2.2 % Dividend yield 0.0 % |
SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS | SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS Options Exercise price $0.01 - $8.00 722,175 $ 0.01 8.00 722,175 $ 8.01 16.00 1,006,000 $ 16.01 34,698 Total 1,762,873 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
SUMMARY OF MINIMUM LEASE PAYMENTS | Future minimum annual lease payments under the Company’s noncancelable operating lease as of September 30, 2022 are as follows: SUMMARY OF MINIMUM LEASE PAYMENTS 2022 $ 24,476 2023 82,388 Total minimum lease payments 106,864 Less: amount representing interest (3,290 ) Present value of operating lease liability 103,574 Less: current portion (98,625 ) Operating lease liability, net of current portion $ 4,949 |
GENERAL (Details Narrative)
GENERAL (Details Narrative) - USD ($) | Jun. 01, 2022 | Jul. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | ||
Accumulated deficit | $ 26,337,908 | $ 15,670,887 | ||
Purchase Agreements [Member] | Private Placement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total net proceeds from issuance of pre-funded warrants and warrants to purchase Indaptus common stock | $ 27,300,000 | |||
Issuance expenses | $ 2,700,000 | |||
Warrant is exercisable price | $ 11 | |||
Number of warrants issued to the placement agent | 136,364 | |||
Exercise price of warrant issued to the placement agent | $ 13.75 | |||
At The Market Offering Agreement [Member] | H.C. Wainwright & Co LLC [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Common stock, par value | $ 0.01 | |||
Common stock gross proceeds | $ 6,300,000 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants | 1,608,837 | 894,645 | 1,543,931 | 436,445 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Warrants | 3,090,787 | 3,648,274 | 3,090,787 | 1,220,562 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Marketable securities | $ 21,742,040 | $ 21,742,040 | |
Unrealized gains on marketable securities | $ 42,068 | $ 15,131 |
SCHEDULE OF PREPAID EXPENSE AND
SCHEDULE OF PREPAID EXPENSE AND OTHER CURRENT ASSETS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Prepaid Expenses And Other Current Assets | ||
Prepaid insurance | $ 836,833 | $ 945,023 |
Prepaid research and development | 248,719 | 127,643 |
Other receivables | 21,056 | |
Other prepaid expenses | 47,840 | 12,931 |
Total prepaid expenses and other current assets | $ 1,133,392 | $ 1,106,653 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,246,240 | $ 2,637,806 |
Accrued employee costs | 791,382 | 1,371,136 |
Accrued professional fees | 228,811 | 139,871 |
Accrued research and development | 241,009 | 135,751 |
Accrued board fees | 116,000 | 125,333 |
Delaware franchise taxes payable | 96,697 | |
Other accrued expenses | 61,945 | 97,779 |
Total accounts payable and other current liabilities | $ 2,782,084 | $ 4,507,676 |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of options, Outstanding, Beginning balance | 1,174,660 | |
Weighted average exercise price, Outstanding, Beginning balance | $ 17.10 | |
Weighted average remaining contractual life, Outstanding, Ending balance | 8 years 9 months 18 days | 9 years 1 month 6 days |
Intrinsic value, Outstanding, Beginning balance | $ 241,103 | |
Number of options, Granted | 621,450 | |
Weighted average exercise price, Granted | $ 4.04 | |
Weighted average remaining contractual life, Granted | 9 years 6 months | |
Number of options, Exercised | ||
Number of options, Forfeited and cancelled | (33,237) | |
Weighted average exercise price, Forfeited and cancelled | $ 11.46 | |
Number of options, Outstanding, Ending balance | 1,762,873 | 1,174,660 |
Weighted average exercise price, Ending balance | $ 12.60 | $ 17.10 |
Intrinsic value, Outstanding, Ending balance | $ 2,500 | $ 241,103 |
Number of options, Exercisable | 531,856 | |
Weighted average exercise price, Exercisable | $ 26.55 | |
Exercisable at end of period, Weighted average remaining contractual life | 7 years 10 months 24 days | |
Number of options, Vested and expected to vest | 1,762,873 | |
Weighted average exercise price, Vested and expected to vest | $ 12.60 | |
Vested and expected to vest, Weighted average remaining contractual life | 8 years 9 months 18 days | |
Intrinsic value, Vested and expected to vest | $ 2,500 |
SCHEDULE OF STOCK BASED COMPENS
SCHEDULE OF STOCK BASED COMPENSATION EXPENSES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 584,041 | $ 795,338 | $ 2,319,619 | $ 836,456 |
Research and Development Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 217,379 | 209,466 | 602,069 | 225,936 |
General and Administrative Expense [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 366,662 | $ 585,872 | $ 1,717,550 | $ 610,520 |
SCHEDULE OF WEIGHTED AVERAGE IN
SCHEDULE OF WEIGHTED AVERAGE INPUTS USED TO MEASURE VALUE OF OPTIONS GRANTED (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock price | $ 4.04 |
Exercise price | $ 4.04 |
Expected term | 5 years 9 months 29 days |
Volatility rate | 106.60% |
Risk free rate | 2.20% |
Dividend yield | 0% |
SCHEDULE OF EXERCISE PRICE OF O
SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS (Details) | Sep. 30, 2022 shares |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding options, number of outstanding options at the end of period | 1,762,873 |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding options, number of outstanding options at the end of period | 722,175 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding options, number of outstanding options at the end of period | 1,006,000 |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Outstanding options, number of outstanding options at the end of period | 34,698 |
SCHEDULE OF EXERCISE PRICE OF_2
SCHEDULE OF EXERCISE PRICE OF OUTSTANDING STOCK OPTIONS (Details) (Parenthetical) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Exercise Price Range One [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ 0.01 |
Exercise price range upper range limit | 8 |
Exercise Price Range Two [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range lower range limit | 8.01 |
Exercise price range upper range limit | 16 |
Exercise Price Range Three [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercise price range lower range limit | $ 16.01 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Aug. 22, 2022 | Jun. 21, 2022 | Feb. 25, 2022 | Feb. 01, 2022 | Jan. 26, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted to purchase of shares | 621,450 | |||||||
Options exercisable price | $ 26.55 | $ 26.55 | ||||||
Share-based compensation, not yet recognized | $ 5.6 | $ 5.6 | ||||||
Share-based compensation, not yet recognized, term | 1 year 7 months 6 days | |||||||
Weighted average grant date fair value of options granted | $ 3.27 | $ 3.27 | ||||||
Executive Officer [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted to purchase of shares | 60,000 | 289,200 | ||||||
Options exercisable price | $ 4.18 | $ 4.90 | ||||||
Options expiration period | 10 years | 10 years | ||||||
Employee [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted to purchase of shares | 7,500 | 25,000 | 90,000 | |||||
Options exercisable price | $ 2.36 | $ 2.06 | $ 4.97 | |||||
Options expiration period | 10 years | 10 years | 10 years | |||||
Non Employee Board [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Options granted to purchase of shares | 149,750 | |||||||
Options exercisable price | $ 2.16 | $ 2.16 | ||||||
Options expiration period | 10 years | |||||||
2021 Plan [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||
Share based compensation arrangement by share based payment award, number of shares available for grant | 1,864,963 | |||||||
Share based Compensation arrangement by share based payment award, description | the Pool will increase on January 1 of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2024 (each, an “Evergreen Date”), in an amount equal to the lesser of (i) 3% of the total number of shares of Common Stock outstanding on the December 31st immediately preceding the applicable Evergreen Date and (ii) such lesser number of shares of Common Stock as determined to be appropriate by the Committee in its sole discretion. In no event shall more than 1,864,963 shares be available for issuance. |
CAPITALIZATION (Details Narrati
CAPITALIZATION (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 8,258,597 | 8,258,597 |
Common stock, shares outstanding | 8,258,597 | 8,258,597 |
Warrant [Member] | ||
Warrant outstanding | 3,090,787 | 3,090,787 |
Weighted average exercise price | $ 12.50 | |
Weighted average, remaining contractual life | 4 years 2 months 12 days |
SUMMARY OF MINIMUM LEASE PAYMEN
SUMMARY OF MINIMUM LEASE PAYMENTS (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 | $ 24,476 | |
2023 | 82,388 | |
Total minimum lease payments | 106,864 | |
Less: amount representing interest | (3,290) | |
Present value of operating lease liability | 103,574 | |
Less: current portion | (98,625) | $ (96,465) |
Operating lease liability, net of current portion | $ 4,949 | $ 72,862 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) € in Millions | 3 Months Ended | 9 Months Ended | ||||||
Jul. 13, 2022 EUR (€) | Oct. 01, 2021 USD ($) ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 EUR (€) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 EUR (€) | |
Product Liability Contingency [Line Items] | ||||||||
Rental expense | $ 24,356 | $ 6,701 | $ 73,069 | $ 19,432 | ||||
Operating lease payments | 71,989 | $ 19,160 | ||||||
CALIFORNIA | Two Year Lease Agreement [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Area of land | ft² | 2,000 | |||||||
Base rent | $ 7,999 | |||||||
Rate of increase in lease rent | 3% | |||||||
Lease liability discount rate | 7% | |||||||
Lohmann Therapie System AG [Member] | ||||||||
Product Liability Contingency [Line Items] | ||||||||
Payment for litigation | € | € 2 | |||||||
Litigation settlement, expense | 1,000,000 | € 1 | ||||||
Payment for litigation | $ 1,000,000 | $ 1,000,000 | € 1 |