Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 27, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | ALLARITY THERAPEUTICS, INC. | |
Trading Symbol | ALLR | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 9,283,295 | |
Amendment Flag | false | |
Entity Central Index Key | 0001860657 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-41160 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-2147982 | |
Entity Address, Address Line One | 210 Broadway | |
Entity Address, Address Line Two | Suite 201 | |
Entity Address, City or Town | Cambridge | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02139 | |
City Area Code | (401) | |
Local Phone Number | 426-4664 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 14,544 | $ 19,555 |
Other current assets | 147 | 625 |
Prepaid expenses | 1,249 | 36 |
Tax credit receivable | 1,271 | 838 |
Total current assets | 17,211 | 21,054 |
Non-current assets: | ||
Investment in Lantern Pharma Inc. stock | 314 | 350 |
Property, plant and equipment, net | 6 | 8 |
Operating lease right of use assets | 65 | 86 |
Intangible assets, net | 13,694 | 28,135 |
Total assets | 31,290 | 49,633 |
Current liabilities: | ||
Accounts payable | 5,799 | 698 |
Accrued liabilities | 1,342 | 8,590 |
Income taxes payable | 52 | 60 |
Operating lease liabilities, current | 82 | 98 |
Derivative liabilities | 3,171 | |
Warrant liability | 2,265 | 11,273 |
Total current liabilities | 12,711 | 20,719 |
Non-current liabilities | ||
Convertible promissory note and accrued interest, net | 1,005 | 979 |
Operating lease liabilities, net of current portion | 9 | |
Deferred tax | 700 | 1,961 |
Derivative liabilities | 7,181 | |
Total liabilities | 14,416 | 30,849 |
Commitments and contingencies (Note 20) | ||
Redeemable convertible preferred stock | ||
Series A Convertible Preferred stock $0.0001 par value (500,000 shares authorized) 17,827 and 19,800 issued and outstanding at March 31, 2022 and December 31, 2021 respectively | 2,142 | 632 |
Stockholders’ equity | ||
Common stock, $.0001 par value (30,000,000 shares authorized) shares issued and outstanding at March 31, 2022 and December 31, 2021 were 8,842,290 and 8,096,014 respectively | 885 | 810 |
Additional paid-in capital | 84,233 | 84,434 |
Accumulated other comprehensive (loss) | (814) | (600) |
Accumulated deficit | (69,572) | (66,492) |
Total stockholders’ equity | 14,732 | 18,152 |
Total liabilities, redeemable convertible preferred stock & stockholders’ equity | $ 31,290 | $ 49,633 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 8,842,290 | 8,096,014 |
Common stock, shares outstanding | 8,842,290 | 8,096,014 |
Series A Convertible Preferred Stock | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 500,000 | 500,000 |
Preferred stock shares issued | 17,827 | 19,800 |
Preferred stock shares outstanding | 17,827 | 19,800 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
Research and development | $ 1,289 | $ 1,251 |
Impairment of intangible assets | 14,007 | |
General and administrative | 3,013 | 1,211 |
Total operating expenses | 18,309 | 2,462 |
Loss from operations | (18,309) | (2,462) |
Other income (expenses) | ||
Gain on the sale of IP | 1,780 | |
Interest expense | (39) | (79) |
Finance expense | (87) | |
Loss on investment | (36) | (113) |
Foreign exchange losses | (269) | (39) |
Change in fair value adjustment of derivative and warrant liabilities | 12,566 | 45 |
Loss on extinguishment of convertible debt | (116) | |
Change in fair value of convertible debt | (201) | |
Net other income (loss) | 14,002 | (590) |
Net loss for the period before tax benefit (expense) | (4,307) | (3,052) |
Income tax benefit (expense) | 1,227 | (33) |
Net loss | (3,080) | (3,085) |
Deemed dividend of 8% on Preferred stock | (1,572) | |
Net Loss Attributable to common stockholders | $ (4,652) | $ (3,085) |
Basic and diluted net loss per common stock (in Dollars per share) | $ (0.56) | $ (0.68) |
Weighted-average number of common stock outstanding, basic and diluted (in Shares) | 8,288,371 | 4,533,430 |
Other comprehensive loss, net of tax: | ||
Other comprehensive loss, net of tax: | $ (3,080) | $ (3,085) |
Change in cumulative translation adjustment | (214) | (459) |
Change in fair value attributable to instrument specific credit risk | (6) | |
Comprehensive loss attributable to common stockholders | $ (3,294) | $ (3,550) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parentheticals) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Deemed dividend percentage | $ 0.08 | $ 0.08 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Series AConvertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 426 | $ 62,482 | $ 1,375 | $ (39,844) | $ 24,439 | |
Balance (in Shares) at Dec. 31, 2020 | 4,252,021 | |||||
Deemed dividend of 8% on preferred stock | ||||||
Debt conversion | $ 53 | 2,331 | 2,384 | |||
Debt conversion (in Shares) | 528,810 | |||||
Stock based compensation | 195 | 195 | ||||
Currency translation adjustment | (459) | (459) | ||||
Fair value of instrument specific Credit risk | (6) | (6) | ||||
Loss for the period | (3,085) | (3,085) | ||||
Balance at Mar. 31, 2021 | $ 479 | 65,008 | 910 | (42,929) | 23,468 | |
Balance (in Shares) at Mar. 31, 2021 | 4,780,831 | |||||
Balance at Dec. 31, 2021 | $ 632 | $ 810 | 84,434 | (600) | (66,492) | 18,152 |
Balance (in Shares) at Dec. 31, 2021 | 19,800 | 8,096,014 | ||||
Conversion of preferred stock into common stock | $ (62) | $ 75 | 306 | 381 | ||
Conversion of preferred stock into common stock (in Shares) | (1,973) | 746,276 | ||||
Deemed dividend of 8% on preferred stock | $ 1,572 | (1,572) | (1,572) | |||
Stock based compensation | 1,065 | 1,065 | ||||
Currency translation adjustment | (214) | (214) | ||||
Loss for the period | (3,080) | (3,080) | ||||
Balance at Mar. 31, 2022 | $ 2,142 | $ 885 | $ 84,233 | $ (814) | $ (69,572) | $ 14,732 |
Balance (in Shares) at Mar. 31, 2022 | 17,827 | 8,842,290 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Changes in Redeemable Preferred Stock and Stockholders’ Equity (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | |
Deemed dividend percentage | 8.00% |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss for the period | $ (3,080) | $ (3,085) |
Gain on the sale of IP | (1,780) | |
Depreciation and amortization | 23 | 56 |
Intangible asset impairment | 14,007 | |
Stock-based compensation | 1,065 | 195 |
Unrealized foreign exchange loss | 255 | 39 |
Non-cash finance expense | 87 | |
Non-cash interest | 26 | 24 |
Loss on investment | 36 | 113 |
Change in fair value adjustment of convertible debt | 201 | |
Loss on extinguishment of convertible debt | 116 | |
Change in fair value adjustment of warrant and derivative liabilities | (12,566) | (45) |
Deferred income taxes | (1,227) | 33 |
Other current assets | 470 | (95) |
Tax credit receivable | (455) | (403) |
Prepaid expenses | (1,227) | 155 |
Accounts payable | 5,036 | 108 |
Accrued liabilities | (6,308) | (32) |
Income taxes payable | (7) | |
Operating lease liability | (23) | (34) |
Net cash used in operating activities | (5,755) | (2,567) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from the sale of IP | 809 | |
Net cash provided by investing activities | 809 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Line of credit | 35 | |
Proceeds from convertible loan | 1,140 | |
Loan proceeds | 1,150 | |
Net cash provided by financing activities | 2,325 | |
Net decrease in cash | (4,946) | (242) |
Effect of exchange rate changes on cash | (65) | 49 |
Cash, beginning of period | 19,555 | 298 |
Cash, end of period | 14,544 | 105 |
Supplemental information | ||
Cash paid for income taxes | 1 | |
Cash paid for interest | 13 | 55 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Offset of payable against receivable from sale of IP | 971 | |
Conversion of Series A Convertible Preferred stock to equity, net | 381 | |
Accrued liability on Series A Preferred shares | 134 | |
Deemed 8% dividend on Series A Preferred shares | 1,572 | |
Conversion of convertible debt to equity | 2,329 | |
Shares issued to settle accounts payable | 55 | |
Right of use asset modification | $ 145 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2022 | |
Statement of Cash Flows [Abstract] | |
Deemed dividend | 8.00% |
Organization, Principal Activit
Organization, Principal Activities, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Principal Activities, and Basis of Presentation | 1. Organization, Principal Activities, and Basis of Presentation Allarity Therapeutics, Inc. and Subsidiaries (the “Company”) is a clinical stage pharmaceutical company that develops drugs for the personalized treatment of cancer using drug specific companion diagnostics (cDx) generated by its proprietary drug response predictor technology, DRP ® The Company’s principal operations are located at Venlighedsvej 1, 2970 Horsholm, Denmark. The Company’s United States operations are located at 210 Broadway #201, Cambridge, MA 012139, United States of America. (a) Liquidity and Going Concern The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The accompanying financial statements do not reflect any adjustments relating to the recoverability and reclassifications of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. Pursuant to the requirements of Accounting Standard Codification (ASC) 205-40, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date of these financial statements, and (1) is probable that the plan will be effectively implemented within one year after the date the financial statements are issued, and (2) it is probable that the plan, when implemented, will mitigate the relevant condition or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financials are issued. Certain elements of the Company’s operating plan to alleviate the conditions that raise substantial doubt are outside of the Company’s control and cannot be included in management’s evaluation under the requirements of Accounting Standard Codification (ASC) 205-40. Since inception, the Company has devoted substantially all its efforts to business planning, research and development, clinical expenses, recruiting management and technical staff, and securing funding via collaborations. The Company has historically funded its operations with proceeds received from its collaboration arrangements, sale of equity capital and proceeds from sales of convertible notes. The Company has incurred significant losses and has an accumulated deficit of $69.6 million as of March 31, 2022. As of May 27, 2022, our cash is insufficient to fund our current operating plan and planned capital expenditures for the next 12 months. These conditions give rise to a substantial doubt over the Company’s ability to continue as a going concern. Management’s plans to mitigate the conditions or events that raise substantial doubt include additional funding through public equity, private equity, debt financing, collaboration partnerships, or other sources. There are no assurances, however, that the Company will be successful in raising additional working capital, or if it is able to raise additional working capital, it may be unable to do so on commercially favorable terms. The Company’s failure to raise capital or enter into other such arrangements if and when needed would have a negative impact on its business, results of operations and financial condition and its ability to develop its product candidates. Although management continues to pursue its funding plans, there is no assurance that the Company will be successful in obtaining sufficient funding to fund continuing operations on terms acceptable to the Company, if at all. Accordingly, based upon cash on hand at the issuance date of these financial statements the Company does not have sufficient funds to finance its operations for at least twelve months from the issuance date and therefore has concluded that substantial doubt exists about the Company’s ability to continue as a going concern. (b) Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or “GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying unaudited condensed interim consolidated financial statements contain all normal and recurring adjustments necessary to state fairly the consolidated balance sheet, results of operations and comprehensive loss, statements of changes in redeemable convertible preferred stock and stockholders’ equity, and cash flows of the Company for the interim periods presented. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the current year ending December 31, 2022. The financial data presented herein should be read in conjunction with the audited consolidated financial statements and accompanying notes as of and for the years ended December 31, 2021, and 2020 thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 17, 2022. The preparation of these unaudited condensed interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year. These condensed consolidated financial statements and notes do not include all disclosures required by U.S. GAAP and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and the notes. (c) Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Name Country of Incorporation Allarity Acquisition Subsidiary Inc. United States Allarity Therapeutics Europe ApS (formerly Oncology Venture Product Development ApS) Denmark Allarity Therapeutics Denmark ApS (formerly OV-SPV2 ApS) Denmark MPI Inc. United States Oncology Venture US Inc. United States All intercompany transactions and balances, including unrealized profits from intercompany sales, have been eliminated upon consolidation. (d) Risks and Uncertainties The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. The extent of the impact and effects of the coronavirus (COVID-19) on the operation and financial performance of the Company’s business will depend on future developments, including the duration and spread of the outbreak and varying virus mutations, related travel advisories and restrictions, the recovery time of disrupted research services, the consequential staff shortages, and research and development delays, or the uncertainty with respect to the accessibility of additional liquidity or capital markets, all of which are highly uncertain and cannot be predicted. If the Company’s operations are impacted by the outbreak for an extended period, the Company’s results of operations or liquidity may be materially adversely affected. (e) Impact of the Russia-Ukraine War There have been immense flows of refugees to Europe and Denmark is ready to facilitate and to accept refugees from the Ukraine. It is far too early to estimate how many migrants Denmark will facilitate, but immigration officials have begun preparing to accept Ukrainian refugees. Being a North Atlantic Treaty Organization (NATO) member, Denmark will strengthen its own national preparedness as well as that of the NATO defense alliance. The Ukraine crisis has not yet had an impact on our results of operations however we expect it may have an impact on the costs of materials we purchase for our laboratory operations in Denmark but, we cannot predict the impact now. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies (a) Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Series A preferred shares, warrants, convertible debt, and the accrual for research and development expenses, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. Actual results could differ from those estimates or assumptions. (b) Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency. The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive (loss). Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate translations are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss as incurred (c) Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits is not significant. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. (d) Cash Cash consists primarily of highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents or restricted cash on March 31, 2022, and December 31, 2021. (e) Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. (f) Accumulated other comprehensive (loss) Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2022, and March 31, 2021, the Company recorded accumulated foreign currency translation losses of ($214) and ($459) respectively; and instrument specific credit risk losses of $0 and ($6) respectively. (g) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. (h) JOBS Act accounting election The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. (i) Recently adopted accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04 — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — to clarify the accounting by issuers for modifications or exchanges of equity-classified written call options. The framework applies to freestanding written call options, such as warrants, that were and remain equity classified by the issuer after the modification and are not in the scope of another Codification Topic. The framework applies regardless of whether the modification is through an amendment to the existing terms or issuance of a replacement warrant. The effect of the modification of the warrant is measured as the difference in its fair value immediately before and after the modification. The effect is recognized in the same manner as if cash had been paid as consideration. Additionally, other modifications may need to be accounted for as a cost to the issuing entity based on the substance of the transaction. The Company is required to apply the amendments within this ASU prospectively to modifications or exchanges occurring on or after the effective date of the amendment. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU 2021-10 — Government Assistance — Disclosures by Business Entities about Government Assistance — to require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The ASU is effective prospectively or retrospectively for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. (j) Recently Issued Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. All other ASUs issued through the date of these financial statements were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s condensed consolidated financial position and results of operations. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure of Other Current Assets [Abstract] | |
Other Current Assets | 3. Other Current Assets The Company’s other current assets are comprised of the following: March 31, December 31, Deposits 57 53 Salary deposit 64 65 Value added tax (“VAT”) receivable 26 507 Net other current assets 147 625 |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Prepaid Expenses | 4. Prepaid Expenses March 31, December 31, Prepaid insurance 1,227 14 Other prepayments 22 22 1,249 36 |
Investment
Investment | 3 Months Ended |
Mar. 31, 2022 | |
Investment [Abstract] | |
Investment | 5. Investment The Company owns 43,898 common shares in Lantern Pharma Inc. because of a prior license agreement made with Lantern Pharma in 2017. During June 2020 Lantern Pharma became publicly listed. As at March 31, 2022 the fair value of the shares was $314. In the three months ended March 31, 2022, and March 31, 2021 the Company recognized a loss on its shares in Lantern Pharma of $36 and $113 respectively. March 31, December 31, 2022 2021 Opening balance 350 845 Loss recognition (36 ) (495 ) Ending balance 314 350 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, plant, and equipment, net | 6. Property, plant and equipment, net Property, plant and equipment, net consisted of the following (in thousands): March 31, December 31, Laboratory equipment 329 336 Less: accumulated depreciation (323 ) (328 ) 6 8 Depreciation expense for property, plant and equipment and right of use assets for the three months ended March 31, 2022, and March 31, 2021 was $23 and $56 respectively. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets | 7. Intangible assets Intangible assets, net of accumulated amortization, impairment charges and adjustments are summarized as follows: As of March 31, 2022 Cost Accumulated Accumulated Net IPR&D Assets $ 35,151 $ (21,457 ) — $ 13,694 Acquired patents 78 — (78 ) — Total intangible assets $ 35,229 $ (21,457 ) (78 ) $ 13,694 As of December 31, 2021 Cost Accumulated Accumulated Net IPR&D Assets $ 35,896 $ (7,761 ) — $ 28,135 Acquired patents 78 — (78 ) — Total intangible assets $ 35,974 $ (7,761 ) (78 ) $ 28,135 As a result of both the Company’s February 15, 2022, receipt of a Refusal to File (“RTF”) from the U.S. Food and Drug Administration regarding the Company’s new drug application (“NDA”) for Dovitinib, and the current depressed state of the Company’s stock price, the Company has performed an impairment assessment on its individual intangible assets utilizing a discounted cash flow model with a weighted average cost of capital (“WACC”) of 16%, and recognized an impairment charge of $14,007 during the three month period ended March 31, 2022. Individually material development projects in progress are as follows: March 31, December 31, 2022 2021 Stenoparib 13,694 25,407 Dovitinib — 2,728 Total 13,694 28,135 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued liabilities | 8. Accrued liabilities The Company’s accrued liabilities are comprised of the following: March 31, December 31, 2022 2021 Development cost liability 359 6,750 Payroll accruals 290 1,088 Accrued Board member fees 68 54 Accrued audit and legal 298 316 Accrued liability on Series A Preferred Stock 134 — Other 193 382 1,342 8,590 |
Loan
Loan | 3 Months Ended |
Mar. 31, 2022 | |
Loan [Abstract] | |
Loan | 9. Loan 2021 Loan Effective March 22, 2021, the Company received a loan facility of up to $2,900 (SEK 25 million), net of a 3% loan origination fee of $87 (SEK 750 thousand), recorded as finance costs in the condensed consolidated statement of operations and comprehensive loss; bearing interest at 3% per month, and due on June 23, 2021. During the three month period ended March 31, 2021 the Company received $1,150 pursuant to the terms of the loan. In exchange for the loan, the Company committed to complete a rights offering and issue common shares. The rights offering was completed before June 23, 2021, and as of June 23, 2021, the loan balance of $2,934 and interest of $204 were paid to the lender. |
Convertible Promissory Note, Ne
Convertible Promissory Note, Net | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible promissory note, net | 10. Convertible promissory note, net On April 12, 2022, Allarity Therapeutics Denmark ApS (“Allarity Denmark,” or “OV-SPV2”), a subsidiary of Allarity Therapeutics Europe ApS (“Allarity Europe”), which is a wholly-owned subsidiary of Allarity Therapeutics, Inc., re-issued a Convertible Promissory Note (the “Promissory Note”) to Novartis Pharma AG, a company organized under the laws of Switzerland (“Novartis,” and together with Allarity Europe, the “License Parties”) in the principal amount of $1,000. The Promissory Note was re-issued pursuant to the First Amendment to License Agreement, with an effective date of March 30, 2022 (the “First Amendment”), entered into by and between the License Parties, which amended the License Agreement dated April 6, 2018 (the “Original Agreement”) previously entered into by the License Parties relating to the Compound (as defined in the Original Agreement). The First Amendment amends and restates Section 11.7 of the Original Agreement to add the revised Note to the list of enforceable claims in the second paragraph of Section 11.7 making the revised Note enforceable under New York law as a legal obligation of Allarity Denmark (f/k/a OV-SPV2 ApS). All other provisions of the Original Agreement and Promissory Note were unchanged and remain in full force and effect. Prior to the 2018 Merger, on April 6, 2018 (“Effective Date”), Allarity Europe and Novartis entered a license agreement whereby Novartis granted to Allarity Europe (a) an exclusive, royalty-bearing, sublicensable, assignable license under the Licensed Data (as defined in the License Agreement) and Product-Specific Patents (as defined in the License Agreement) and (b) a non-exclusive, royalty-bearing, sublicensable, assignable license under the Platform Patents (as defined in the License Agreement), in the case of (a) and (b) solely to develop and otherwise commercialize the Licensed Product (as defined in the License Agreement) in any and all field related to therapeutic and/or diagnostic uses related to cancer in humans worldwide and to manufacture the compound TKI258 (a.k.a. Dovitinib) for use in a Licensed Product as of the Effective Date. In consideration of the licenses and rights granted, Allarity Europe paid Novartis a one-time, non-refundable, non-creditable upfront payment consisting of $1,000 (“Upfront Payment”) and issued to Novartis a Promissory Note with an initial principal balance equal to $1,000, which Allarity Europe caused its affiliate, OV-SPV2, to issue to Novartis. In accordance with the terms of the Promissory Note, all payments shall be applied first to accrued interest, and thereafter to principal. The outstanding principal amount of the Note, plus any accrued interest thereon, shall be due and payable on the earlier to occur of: (i) the seventh (7th) anniversary of April 6, 2018; and (ii) an event of default (the “Maturity Date”). The Promissory Note pays simple interest on the outstanding principal amount from the date until payment in full, which interest shall be payable at the rate of five percent (5%) per annum. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The entire outstanding principal balance of the Promissory Note and all accrued interest shall be fully due and payable on the Maturity Date. The Promissory Note is convertible upon an initial public offering (“IPO”) of OV-SPV2 and allows Novartis a one-time right to exchange the Convertible Promissory Note for such number of equity securities of OV-SPV2 equal to three percent (3%) of OV-SPV2’ outstanding equity securities, calculated on a fully diluted as-converted to common stock basis, held by all holders of equity securities of OV-SPV2 immediately prior to the closing of the IPO. As the Promissory Note was assumed in connection with the 2018 Merger, the Company recognized the Promissory Note and related accrued interest at its fair value. The Company utilized a third-party valuation specialist to estimate the fair value of the Promissory Note and related accrued interest. Based on the specialist’s valuation, the Company recognized the Promissory Note and related accrued interest at its estimated fair value, based upon an equivalent market interest rate of 12.875%, of approximately $787 on December 31, 2019, and recognized interest expense of $93 and $99 in the years ended December 31, 2020 and December 31, 2021 respectively and a corresponding increase in liability, resulting in a net liability of $979 and $880 at each of December 31, 2021 and December 31, 2020 respectively. The Company will measure the Note at amortized cost in subsequent reporting periods. The Company evaluated the Promissory Note under ASC 480 and ASC 815 and the identified embedded features inclusive of: (1) conversion upon an IPO; (2) mandatory redemption upon a change of control; and (3) mandatory redemption in the event of default; to determine if bifurcation is required pursuant to ASC 815-15-25-1. The Promissory Note is a freestanding instrument that is convertible into shares of the OV-SPV2 ApS’ common (or preferred, as the case may be) equity. The Promissory Note was not issued in conjunction with any other instrument meaning that the Promissory Note meets the definition of a freestanding instrument. Since the conversion feature meets the definition of a derivative it was evaluated for bifurcation and management determined the conversion feature requires bifurcation but because the value is not material the conversion feature has not been bifurcated at this time. The Company will continue to monitor for changes in specific facts and circumstances which may impact the conclusions reached herein. During the three-month periods ended March 31, 2022, and March 31, 2021, the Company recorded $26 and $24 respectively to interest expense and increased the convertible promissory note liability by the same amount. The roll forward of the Promissory Notes as of March 31, 2022, and December 31, 2021, is as follows: March 31, December 31, Convertible promissory note 1,000 1,000 Less debt discount, opening (215 ) (263 ) Plus, accretion of debt discount, interest expense 13 48 Convertible promissory note, net of discount 798 785 Interest accretion, opening 194 143 Interest accretion, expense 13 51 Ending balance 1,005 979 |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible debt | 11. Convertible debt On March 31, 2020 the Company entered into an agreement to issue up to $10,100 (SEK 100,000) (the “Commitment”) to be funded in tranches (“Tranches”) of ten non-interest-bearing notes (“Notes”) convertible into new shares of the Company, each with a value of $1,010 (SEK 10,000); 95% of each Tranche is received in cash, net of a 5% fee, and the conversion price of the Notes is 95% of the lowest closing volume weighted average price as reported by Bloomberg (“VWAP”). The Company accounted for the Notes issued under the FVO election whereby the financial instrument is initially measured at its issue-date estimated fair value and subsequently re-measured at estimated fair value on a recurring basis at each reporting date. The estimated fair value adjustment is presented as a single line item within other income (expense) in the accompanying condensed consolidated statements of operations under the caption “change in fair value of convertible debt”. The Company determined the fair value of the Notes using a discounted cash flow valuation technique with a WACC of 15%. The Company estimates the change in fair value attributable to the instrument specific credit risk of the Notes at 1% under the fair value option and accordingly has recognized a loss of $6 in other comprehensive income during the three-month period ended March 31, 2021. The roll forward of the Notes as of March 31, 2021, is as follows: March 31, Opening fair value 1,327 Convertible debt issued in the period 1,140 Change in fair value (loss) reported in statement operations 201 Foreign exchange 59 Conversion of notes to common stock (2,329 ) Ending fair value balance at March 31, 2021 398 An effective interest rate determines the fair value of the Notes. The notes are unlisted and therefore, they are categorized as Level 3 in accordance with ASC 820, “Fair Value Measurements and Disclosures.” The notes were fully converted to shares during the period ended June 30, 2021. |
Series A Preferred Stock and Co
Series A Preferred Stock and Common Stock Purchase Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Preferred Stock And Common Stock Purchase Warrants [Abstract] | |
Series A Preferred Stock and Common Stock Purchase Warrants | 12. Series A Preferred Stock and Common Stock Purchase Warrants (a) Series A Preferred Stock Terms On May 20, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with 3i, LP, a Delaware limited partnership (“3i”) for the purchase and sale of 20,000 shares of our Series A Convertible Preferred Stock (the “Preferred Shares”) for $1,000 per share for an aggregate purchase price of $20 million (the “PIPE Investment”) with accompanying common stock purchase warrants (the “3i Warrants”). On December 8, 2021, the Board adopted resolutions to create a series of twenty thousand (20,000) shares of preferred stock, par value $0.0001, designated as “Series A Convertible Preferred Stock.” On December 14, 2021, we filed a Certificate of Designations (the “COD”) setting forth the rights, preferences, privileges and restrictions for 20,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). On December 20, 2021, we issued 20,000 shares of Preferred Stock at $1,000 per share and a common stock purchase warrant to purchase 2,018,958 shares of common stock at an initial exercise price of $9.9061 to 3i, LP for an aggregate purchase price of $20 million. Except to the extent that the holders of at least a majority of the outstanding Series A Preferred Stock (the “Required Holders”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below), all shares of capital stock are junior in rank to all Series A Preferred Stock with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (such junior stock is referred to herein collectively as “Junior Stock”). The rights of all such shares of capital stock of the Company will be subject to the rights, powers, preferences and privileges of the Series A Preferred Stock. Without limiting any other provision of this COD, without the prior express consent of the Required Holders, voting separate as a single class, the Company will not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Series A Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Senior Preferred Stock”), (ii) of pari passu rank to the Series A Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company (collectively, the “Parity Stock”) or (iii) any Junior Stock having a maturity date or any other date requiring redemption or repayment of such shares of Junior Stock that is prior to the first anniversary of the December 20, 2021. In the event of the merger or consolidation of the Company with or into another corporation, the Series A Preferred Stock will maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation will result inconsistent therewith. The Series A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into common stock immediately prior to the date of such payment, and will be entitled to convert into shares of common stock at an initial fixed conversion price of $9.9061 per share, subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice. Under the terms of the COD, the initial fixed conversion price of the Series A Preferred Stock is $9.9061, subject to adjustment. In the event that (i) the average of the VWAP of the Company’s shares for each of the five (5) trading days immediately preceding the date of delivery is less than the fixed conversion price of $9.9061 (a “Price Failure”), or (ii) the sum of (x) the aggregate daily dollar trading volume (as reported on Bloomberg) of our common stock on Nasdaq during the ten (10) trading day period ending on the trading day immediately preceding such date of determination, divided by (y) ten (10), is less than $1,500,000 (a (“Volume Maximum Failure”), each share of Series A Preferred Stock is entitled to convert at a price equal to 90% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding the date of delivery divided by two (2) (the “90% Conversion Price”), but not less than the Floor Price (as defined in the COD), or, at the time of such Price Failure or Volume Maximum Failure, the sum of the average daily U.S. Dollar volume for our common stock during the ten (10) days previous to conversion divided by ten (10) is less than $2 million then each share of Series A Preferred Stock is entitled to convert at the lower of the fixed conversion price or a price equal to 80% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding delivery divided by two (2) (the “80% Conversion Price”), but not less than the Floor Price (such 80% Conversion Price or 90% Conversion Price, as the case may be, the “Alternate Conversion Price”). In addition, the COD provides for an adjustment to the conversion price and exercise of the Warrant in the event of a “new issuance” of our common stock, or common stock equivalents, at a price less than the applicable conversion price of the Series A Preferred Stock or exercise price of the Warrant. The adjustment is a “full ratchet” adjustment in the conversion price of the Series A Preferred Stock equal to the lower of the new issuance price or the then existing conversion price of the Series A Preferred Stock with few exceptions. Furthermore, if we fail to maintain an adequate number of authorized and unissued shares of our common stock in reserve and we are unable to deliver shares or our common stock upon conversion of the Preferred Stock, we may be required to redeem the shares we were unable to deliver at a price equal to the highest closing price of our common stock during the time between the failure to deliver shares of our common stock and the redemption date. If certain defined “triggering events” defined in the COD occur, such as a breach of the Registration Rights Agreement (specifically the Company’s Form S-1 as filed on SEC Edgar on September 13, 2021 and subsequently amended), suspension of trading, or our failure to convert the Series A Preferred Stock into common stock when a conversion right is exercised, failure to issue our common stock when the Warrant is exercised, failure to declare and pay to any holder any dividend on any dividend date, or upon a “bankruptcy triggering event” (as defined in the COD), then we may be required to redeem the Series A Preferred Stock for cash in the amount of up to a minimum of 125% of their Conversion Amount (as defined in the COD). In addition, if thirty (30) days after our common stock commences trading on the Nasdaq Stock Market the sum of the average daily dollar volume for the ten (10) days previous to conversion divided by ten (10) is less than $2.5 million, then the Series A Preferred Stock will be entitled to a one-time dividend equal to an 8% increase in the stated value of the Series A Preferred Stock, or an $80 dollar increase per share in stated value, resulting in a stated value of $1,080 (one thousand and eighty dollars) per Series A Preferred Stock. Additionally, if any of the triggering events are not addressed on a timely basis, we could be liable to pay and 18% per annum dividend. On April 29, 2022, the Company experienced a triggering event as defined in the COD. In the event that the Company experiences a “Change of Control” (as defined in the COD), the Company may also be required to redeem the Preferred Shares for cash at a minimum of 125% of their Conversion Amount. Holders of Series A Preferred Stock will have no voting rights, except as required by law and as expressly provided in the COD. (b) 3i Warrant Terms Concurrently with the issuance of our Preferred Stock, the Company issued warrants to purchase 2,018,958 shares of the Company’s common stock at an exercise price of $9.9061 per share, subject to adjustments (“3i Warrants”). The material terms of the 3i Warrants are as follows: (i) The warrants have and term of three years and expire on December 20, 2024; (ii) The exercise of the warrants are subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice; (iii) The exercise price and the number of 3i Warrant shares issuable upon the exercise of the 3i Warrants are subject to adjustment, as follows: o In the event of a stock dividend, stock split or stock combination recapitalization or other similar transaction involving the Company’s common stock the exercise price will be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event; o If the Company sells or issues any shares of common stock, options, or convertible securities at an exercise price less than a price equal to the Warrant exercise price in effect immediately prior to such sale (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the new issuance price; o Simultaneously with any adjustment to the exercise price, the number of 3i Warrant shares that may be purchased upon exercise of the 3i Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable hereunder for the adjusted number of 3i Warrant shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment (without regard to any limitations on exercise) and; o Voluntary adjustment for the Company to any amount and for any period deemed appropriate by the board of directors of the Company. (iv) In the event of either the Company consolidating or merging with or into another entity (the “Fundamental Transaction”), the sale or assignment of substantially all of the Company’s subsidiaries, or a Triggering Event (as defined in the COD), the holder is entitled to require the Company to pay the holder an amount in cash equal to the Black-Scholes value of the 3i Warrants on or prior to the later of the second trading after the date of request for payment and the date of consummation of the Fundamental Transaction; or at any time after the occurrence of the Triggering Event. (c) Accounting i. Series A Convertible Preferred Stock The Company evaluated the Series A Convertible Preferred Stock under ASC 480-10 to determine whether it represents an obligation that would require the Company to classify the instrument as a liability and determined that the Series A Convertible Preferred Stock is not a liability pursuant to ASC 480-10. Management then evaluated the instrument pursuant to ASC 815 and determined that because the holders of the Series A Convertible Preferred Stock may be entitled to receive cash, the Series A Convertible Preferred stock should be recorded as mezzanine equity given the cash redemption right that is within the holder’s control. Generally, preferred stock that are currently redeemable should be adjusted to their redemption amount at each balance sheet date. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value when redemption becomes probable to occur. ii. 3i Warrants The 3i Warrants were identified as a freestanding financial instrument and are within the scope of ASC 480-10. Liability-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e., share price, exercise price, term, volatility, risk-free rate and expected dividend rate). Management further evaluated the financial instrument and all identified features pursuant to ASC 815 and concluded the Warrants would be classified as a liability and subsequently measured at fair value in future reporting periods. Accordingly, a residual fair value method has been applied with respect to the allocation of proceeds between the Preferred Stock and the Warrants. Between January 1, 2022, and March 31, 2022, a total of 1,973 Series A Preferred shares were converted into 746,276 shares of our common stock, thereby reducing outstanding Series A Preferred shares at March 31, 2022 to 17,827. The fair value of the derivative liability associated with the Series A Preferred Stock converted during the three month period ended March 31, 2022, as determined by Monte Carlo simulations, was $452. Because the latest three conversions in March 2022 were completed at less than the agreed floor price, we recorded a floor price liability of $134 within accrued liabilities and recognized a $134 reduction of additional paid in capital. Additionally, because the Company’s average daily dollar volume of stock trading was less than $2.5 million during a ten-day period in January 2022, the Company has recorded a one-time deemed dividend of 8% in the amount of $1,572 on preferred stock converted between February 1, 2022 and March 31, 2022 and the balance of preferred stock outstanding as at March 31, 2022 as an increase to the value of the convertible preferred stock and a reduction of additional paid in capital. The following inputs were used for the Series A Preferred Stock conversions recorded in the three month period ended March 31, 2022 and the fair value of the Series A Preferred Derivative liability determined at March 31, 2022 and December 31, 2021: January 1, 2022 – December 31, Initial exercise price $ 9.90 $ 9.91 Stock price on valuation date $1.93 - $10.75 $ 10.37 Risk-free rate 1.03% - 2.40% 0.96 % Time to exercise (years) 2.72 – 2.96 2.97 Equity volatility 70%- 90% 70 % Probability of volume failure 93% - 99 % 92 % Rounded 10 day average daily volume (in 1,000’s) 332 - 873 908 On March 31, 2022, the Company utilized the reset strike options Type 2 model by Espen Garder Haug and Black-Scholes Merton models to estimate the fair value of the Warrants to be approximately $2,265. On December 31, 2021, the Company utilized Monte Carlo simulations models to estimate the fair value of the Warrants to be approximately $11,273. The Warrants were valued at March 31, 2022, and December 31, 2021, using the following inputs: March 31, December 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 2.04 $ 10.50 Risk-free rate 2.40 % 0.91 % Expected life of the Warrant to convert (years) 2.73 3.0 Rounded annual volatility 110 % 73 % Timing of liquidity event Q4 2022 – Q1 2023 Q3 2022 – Q2 2023 Expected probability of event 90 % 90 % The accounting for the Series A Convertible Preferred Stock and Warrants is illustrated in the table below: Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Finance Fair value Subscription proceeds received on December 20, 2021 $ 11,273 $ 7,409 $ 1,318 $ — $ — $ — $ — Costs allocated (877 ) — (679 ) — — — Costs expensed 877 — — — — 877 — December 21, 2021 conversion of 200 Series A Preferred Stock — (74 ) (7 ) 2 80 — — Fair value adjustment at December 31, 2021 — (154 ) — — — — (154 ) Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ 877 $ (154 ) Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 75 306 134 — 8% deemed dividend on Preferred Stock — — 1,572 — (1,572 ) — — Fair value adjustment at March 31, 2022 (9,008 ) (3,558 ) — — — — 12,566 $ 2,265 $ 3,171 $ 2,142 $ 77 $ (1,186 ) $ 134 $ 12,566 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Liabilities | 13. Derivative Liabilities (a) Series A Preferred Stock Conversion Feature The derivative scope exception under ASC 815 is not met because a settlement contingency is not indexed to the Company’s stock. Therefore, the redemption feature (derivative liability) has been bifurcated from the Series A Preferred Stock and recorded as a derivative liability. The derivative value of the Series A Preferred Stock Redemption Feature (the “Redemption Feature”) is the difference between the fair value of the Series A Preferred Stock with the Redemption Feature and the Series A Preferred Stock without the Redemption Feature. The Series A Preferred Stock Redemption Feature has been valued with a Monte Carlo Simulation model, using the inputs as described in Note 12(c) ii. (b) Investor Warrants The Company did not issue any investor warrants during the three-month period ended March 31, 2022, and no investor warrants were outstanding. At March 31, 2021 the Company had a total of 1,086,759 investor warrants outstanding and exercisable at a weighted average exercise price of $36.0 per share. No investor warrants were granted, exercised, or expired during the three-month period ended March 31, 2021. (b) Valuation of Derivative Liabilities The derivative liabilities are measured at fair value at each reporting period and the reconciliation of changes in fair value is presented in the following tables: 3i Fund Series A Settlement TO2 March 31, March 31, March 31, Balance beginning 7,181 102 47 Issued during the period — — — Change in fair value (3,558 ) (7 ) (38 ) Translation effect — — — Amount transferred to Equity (452 ) — — Balance – end of period 3,171 95 9 Fair value per warrant / Series A Preferred share issuable at period end 177.88 0.02 0.0 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity During the three months ended March 31, 2022, the Company issued 746,276 shares of common stock valued at $381, net of the $134 floor price adjustment payable (see Note 12 (c), upon the conversion of 1,973 shares of Series A Preferred. During the three months ended March 31, 2021, the Company issued 528,810 common shares valued at $2,384 on conversion of debt. |
Stock-Based Payments
Stock-Based Payments | 3 Months Ended |
Mar. 31, 2022 | |
Stock-based payments [Abstract] | |
Stock-based payments | 15. Stock-based payments During the three months ended March 31, 2022, the total stock-based payment expenses recorded in the condensed consolidated statement of operations and comprehensive loss were $1,065 (2021: $195) of which $703 and $362 are recognized as general and administrative and research and development expenses respectively (2021: $129 as general and administrative and $66 as research and development expenses respectively). Total compensation cost of $3,380 for non-vested warrants as at March 31, 2022 and is expected to be realized over a period of 2.3 years. A summary of stock option activity under the Company’s stock option plans during the three-month period ended March 31, 2022, is presented below: Options Outstanding Number of Weighted Weighted Outstanding December 31, 2021 1,174,992 $ 6.8 4.9 Granted — — — Exercised — — — Cancelled or expired — — — Outstanding as of March 31, 2022 1,174,992 $ 6.8 4.7 Options exercisable at March 31, 2022 635,475 $ 7.6 4.5 During the three-month period ended March 31, 2021, no options were granted, exercised, expired, or cancelled. |
Segments
Segments | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segments | 16. Segments The Company is domiciled in the United States of America and its operations are in Denmark and operates as one operating segment. Our Chief Executive Officer (CEO), as the chief operating decision-maker, manages and allocates resources to the operations of our Company on a total Company basis. Managing and allocating resources on a total company basis enables our CEO to assess the overall level of resources available and how to best deploy these resources across functions, therapeutic areas and research and development projects that are in line with our long-term company-wide strategic goals. Consistent with this decision-making process, our CEO uses consolidated, single-segment financial information for purposes of evaluating performance, forecasting future period financial results, allocating resources, and setting incentive targets. The Company has neither revenues from external customers outside Denmark, nor long-term assets in geographical areas other than Denmark. |
Loss Per Share of Common Shares
Loss Per Share of Common Shares | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss per share of common shares | 17. Loss per share of common stock Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations because when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding, as determined by the latest applicable conversion price, that have been excluded from diluted loss per share due to being anti-dilutive include the following: March 31, March 31, 2022 2021 Warrants and stock options 3,193,950 1,301,878 Series A Convertible Preferred stock 9,717,929 — Convertible debt — 114,076 12,911,879 1,415,954 |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments | 18. Financial Instruments The following tables present information about the Company’s financial instruments measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investment $ 314 $ — $ — $ 314 Liabilities: Warrant liability $ — $ — $ (2,265 ) $ (2,265 ) Series A Convertible Preferred Stock Redemption Feature — — (3,171 ) (3,171 ) $ — $ — $ (5,436 ) $ (5,436 ) Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment $ 350 $ — $ — $ 350 Liabilities: Warrant liability $ — $ — $ (11,273 ) $ (11,273 ) Series A Convertible Preferred Stock Redemption Feature — — (7,181 ) (7,181 ) $ — $ — $ (18,454 ) $ (18,454 ) Methods used to estimate the fair values of our financial instruments, not disclosed elsewhere in these financial statements, are as follows: When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. Accordingly, our investment is considered a Level 1 financial asset. We have no financial assets or liabilities measured using Level 2 inputs. Financial assets and liabilities are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies, or similar techniques, and at least one significant model assumption or input is unobservable. The Company recognizes its derivative liabilities as level 3 and values its derivatives using the methods discussed below. While the Company believes that its valuation methods are appropriate and consistent with other market participants, it recognizes that the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The primary assumptions that would significantly affect the fair values using terms in the notes that are subject to volatility and market price of the underlying common stock of the Company. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The Company’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the date the actual event or change in circumstances that caused the transfer occurs. When a determination is made to classify an asset or liability within Level 3, the determination is based upon the significance of the unobservable inputs to the overall fair value measurement. There were no transfers between level 1 or level 2 during the three-month periods ended March 31, 2022, or March 31, 2021. The Company used the reset strike options Type 2 model by Espen Garder Haug and Black-Scholes Merton models to measure the fair value of the warrant liability at $2,265 on March 31, 2022 and Monte Carlo simulations models to measure the fair value at $11,273 on December 31, 2021. The Company used Monte Carlo simulation models to measure the fair value of the Series A convertible preferred stock redemption feature at $3,171 and $7,181 respectively on March 31, 2022 and December 31, 2021, and will subsequently remeasure the fair value at the end of each period and record the change of fair value in the Condensed Consolidated Statements of Operation and Comprehensive Loss during the corresponding period. Fluctuations in the Company’s stock price are a primary driver for the changes in the derivative valuations during each reporting period. During the three-month period ended March 31, 2022, the Company’s stock price decreased from initial valuation. As the stock price decreases for each of the related derivative instruments, the value to the holder of the instrument generally decreases. Stock price is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 19. Income Taxes The effective tax rate for the three-month periods ended March 31, 2022, and March 31, 2021, was impacted by unbenefited losses. Specifically, the March 31, 2022, impairment charge of approximately $14,000 has resulted in a tax benefit of $1,227 in the three months ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. Commitments and Contingencies a) Development costs Under the terms of the June 2020 Out-License agreement, the Company is liable for development costs of Smerud Medical Research International (“Smerud”) in the approximate amount of $1,264 (one million two hundred and sixty-four thousand) which has been accrued as of December 31, 2021, and is payable as Smerud was unable to identify investors to fund development of in-licensed products from the Company by December 31, 2021. Subsequent to December 31, 2021, and pursuant to the terms of the March 28, 2022, Amended License Agreement, the $1,309 liability was forgiven in exchange for a payment to LiPlasome. Consequently, as at March 31, 2022, the Company recognized a gain on sale of IP of $971 thousand and recorded a balance due to LiPlasome of $338 thousand (2,273 thousand DKK) in accrued liabilities, which was paid on April 1, 2022. However, notwithstanding the termination of the out-license agreement, we are currently engaged in discussions with Smerud in connection with the further development of 2X-111. b) Oncoheroes Effective January 2, 2022, the Company entered into an Exclusive License Agreement with Oncoheroes Biosciences Inc. (the “Oncoheroes Agreement”) to grant Oncoheroes an exclusive royalty-bearing global license to both dovitinib and stenoparib in pediatric cancers. Oncoheroes will take responsibility for pediatric cancer clinical development activities for both clinical-stage therapeutics. Allarity will support Oncoheroes’ pediatric clinical trials by providing clinical-grade drug inventory at cost and by facilitating DRP® companion diagnostic screening of pediatric patients for each drug. Under the licenses, Oncoheroes will receive commercialization rights for pediatric cancers, subject to the Company’s first buy-back option for each program, and the Company will receive an upfront license fee and regulatory milestones for each program, specifically one for dovitinib and one for stenoparib, as follows: i. a one-time upfront payment of $250 thousand and $100 thousand for stenoparib and dovitinib respectively, within 5 business days after January 2, 2022 ($350 thousand received as of January 11, 2022 and recorded as a gain on sale of IP); and ii. two milestone payments of $1,000 (one million) each due and payable upon receipt of regulatory approval of a product in the United States, and of a product in Europe, respectively. Pursuant to the Oncoheroes Agreement Allarity is also entitled to tiered royalties on aggregate net product sales (“Sales”) of between 7% and 12% on net sales of products as follows: 7% on Sales less than $100 million; 10% on Sales of greater than $100 million and less than $200 million; and 12% on Sales greater than $200 million. d). Lantern Pharma, Inc. – Irofulven Agreement On July 23, 2021, we entered into an Asset Purchase Agreement with Lantern Pharma, Inc. relating to our inventory of Irofulven active pharmaceutical ingredients, our clinical research data relating to Irofulven developed by us during the drug development program under the May 2015 Drug License and Development Agreement for Irofulven and terminated our obligation to further advance the development of Irofulven under the May 2015 agreement. Under the Asset Purchase Agreement, Lantern Pharma agreed to pay us $1 million on closing of the transaction, and additional amounts: (i) when the inventory of Irofulven API is recertified with a longer shelf life; (ii) upon the initiation of treatment of the first patient in an investigator-led “compassionate use” ERCC2/3 mutation subgroup study using Irofulven in certain agreed upon investigators; (iii) upon the initiation of treatment of the first patient within twenty-four months after the closing of the transaction in any human clinical trial of Irofulven initiated by Lantern Pharma; and (iv) upon the initiation of treatment of the second patient within an agreed upon time period after the closing of the transaction in any human clinical trial of Irofulven initiated by Lantern Pharma. Effective March 18, 2022, pursuant to clause (i) the inventory was recertified with a longer shelf life and as of March 31, 2022, we received $459 thousand which has been recorded as a gain on sale of IP. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events For its interim consolidated financial statements as of March 31, 2022, and for the three months then ended, the Company evaluated subsequent events through the date on which those financial statements were issued. i. Series A Preferred Stock Triggering Event As more specifically discussed below, a “Triggering Event” under the COD occurred on April 29, 2022, under Section 5(a)(ii) of the COD, which would have resulted in the following unless 3i, LP agreed to forebear and/or waive its rights under the COD: 1. An 18% per annum dividend will start to accrue on the stated value of all outstanding Preferred Shares and will continue to accrue until the Triggering Event has been cured. The accrued dividend is added to the stated value prior to the Dividend Payment Date and paid in cash on the first trading day of the Company’s next fiscal quarter. A “Late Charge” in the amount of 18% per annum will accrue on any amounts due to be paid to holders of the Preferred Shares if not paid when due, including payments that may be owed under Section 2(e) of the Registration Rights Agreement (“RRA”). 2. A “Triggering Event Redemption Right” will commence and remain open for a period of 20 trading days from the later of the date the Triggering Event is cured or the receipt by 3i, LP of the Triggering Event Notice. Under the Triggering Event Redemption Right, if elected by the holder of the Preferred Shares, the Company would be obligated to redeem all or a portion of the Preferred Shares for a minimum of 125% of the stated value of the Preferred Shares. Concurrently, under the provisions of the PIPE Warrant, if elected by 3i, the Company would be obligated to redeem the PIPE Warrant for the Black Sholes Triggering Event Value as defined in the warrant agreement. 3. A “Registration Delay Payment” will accrue on April 22, 2022 (the expiration of the Allowable Grace Period under the RRA) in the amount of 2% of 3i, LP’s “Purchase Price” as defined in the Securities Purchase Agreement which is approximately 2% of $20 million, or $400 thousand and will continue to accrue at 2% every 30 days thereafter. Additionally, a late charge of 2% per month will accrue on any payments that are not paid when due. The Registration Delay Payments will stop accruing when the post-effective amendment is declared effective by the SEC at which time the registration statement and its prospectus will again be available for the resale of common stock. On May 4, 2022, the Company and 3i, LP entered into a Forbearance Agreement and Waiver, dated April 27, 2022, wherein 3i, LP confirmed that no Triggering Event as defined under the COD has occurred prior to April 27, 2022, that a Triggering Event under Section 5(a)(ii) will and has occurred on April 29, 2022, and that in consideration for the Registration Delay Payments the Company is obligated to pay under the RRA, and additional amounts the Company is obligated to pay under the COD and 3i, LP’s legal fees incurred in the preparation of the Forbearance Agreement and Waiver in the aggregate of $538,823.00 paid upon execution of the Forbearance Agreement and Waiver, and so long as the Company pays the Registration Delay Payments that become due and payable under the RRA after the execution of the Forbearance Agreement and Waiver, 3i, LP has agreed to forbear exercising any rights or remedies that it may have under the COD that arises as a result of a Triggering Event under Section 5(a)(ii) of the COD and Section 4(c)(ii) of the PIPE Warrant until the earlier to occur of (i) the date immediately prior to the date of occurrence of a Bankruptcy Triggering Event, (ii) the date of occurrence of any other Triggering Event under Section 5(a) of the COD (excluding any Triggering Event arising solely as a result of Section 5(a)(ii) of the COD and Section 4(c)(ii) of the PIPE Warrant), (iii) the time of any breach by the Company under the Forbearance Agreement and Waiver, (iv) the Resale Availability Date as defined therein and (v) June 4, 2022 (such period, the “Forbearance Period”). Provided that the Company is not in breach of its obligations under Forbearance Agreement and Waiver, effective as of the Trading Day immediately following the date the Company cures the Triggering Event under Section 5(a)(ii) of the COD, 3i, LP agrees to waive any rights or remedies that it may have under the COD that arises as a result of a Triggering Event under Section 5(a) of the COD and Section 4(c)(ii) of the PIPE Warrant that may have arisen prior to the date of the Forbearance Agreement and Waiver. ii. Series A Preferred Stock Conversions On May 25, 2022, 3i, LP converted a total of 809 Series A Preferred shares into 441,005 shares of our common stock. Pursuant to the terms of the COD, because the Alternate Conversion Price was below the Floor Price of $1.9812, the Company is obligated to pay 3i, LP an Alternate Conversion Floor Amount of $1,377 which has been recorded as a liability and reduction to additional paid in capital as of May 27, 2022. In addition, under the terms of the RRA, the Company also paid 3i, LP an additional $400 in Registration Delay Payments. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | (a) Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting years. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the fair value of the Series A preferred shares, warrants, convertible debt, and the accrual for research and development expenses, fair values of acquired intangible assets and impairment review of those assets, share based compensation expense, and income tax uncertainties and valuation allowances. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed considering reasonable changes in circumstances, facts, and experience. Changes in estimates are recorded in the period in which they become known and if material, their effects are disclosed in the notes to the condensed consolidated financial statements. Actual results could differ from those estimates or assumptions. |
Foreign currency and currency translation | (b) Foreign currency and currency translation The functional currency is the currency of the primary economic environment in which an entity’s operations are conducted. The Company and its subsidiaries operate mainly in Denmark and the United States. The functional currencies of the Company’s subsidiaries are their local currency. The Company’s reporting currency is the U.S. dollar. The Company translates the assets and liabilities of its Denmark subsidiaries into the U.S. dollar at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during each monthly period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the condensed consolidated statements of changes in redeemable convertible preferred stock and stockholders’ equity as a component of accumulated other comprehensive (loss). Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are re-measured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate translations are included in other comprehensive income (loss) in the consolidated statements of operations and comprehensive loss as incurred |
Concentrations of credit risk and of significant suppliers | (c) Concentrations of credit risk and of significant suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash. The Company maintains its cash in financial institutions in amounts that could exceed government-insured limits. The Company does not believe it is subject to additional credit risks beyond those normally associated with commercial banking relationships. The Company has not experienced losses on its cash accounts and management believes, based upon the quality of the financial institutions, that the credit risk regarding these deposits is not significant. The Company is dependent on third-party manufacturers to supply products for research and development activities in its programs. In particular, the Company relies and expects to continue to rely on a small number of manufacturers to supply its requirements for supplies and raw materials related to these programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials. |
Cash | (d) Cash Cash consists primarily of highly liquid investments with original maturities of three months or less at date of purchase to be cash equivalents. The Company had no cash equivalents or restricted cash on March 31, 2022, and December 31, 2021. |
Impairment of long-lived assets | (e) Impairment of long-lived assets Long-lived assets consist of property, plant and equipment, and intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. An impairment loss would be recognized as a loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group or the estimated return on investment are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flow or return on investment calculations. |
Accumulated other comprehensive loss | (f) Accumulated other comprehensive (loss) Accumulated other comprehensive loss includes net loss as well as other changes in stockholders’ equity (deficit) that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation and instrument specific credit risk as components of other accumulated comprehensive loss in the Condensed Consolidated Statements of Operations and Comprehensive Loss. During the three months ended March 31, 2022, and March 31, 2021, the Company recorded accumulated foreign currency translation losses of ($214) and ($459) respectively; and instrument specific credit risk losses of $0 and ($6) respectively. |
Contingencies | (g) Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of the authoritative guidelines that address accounting for contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. |
(h) JOBS Act accounting election | (h) JOBS Act accounting election The Company is an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies; however, the Company may adopt new or revised accounting standards early if the standard allows for early adoption. |
Recently adopted accounting pronouncements | (i) Recently adopted accounting pronouncements In May 2021, the FASB issued ASU No. 2021-04 — Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options — to clarify the accounting by issuers for modifications or exchanges of equity-classified written call options. The framework applies to freestanding written call options, such as warrants, that were and remain equity classified by the issuer after the modification and are not in the scope of another Codification Topic. The framework applies regardless of whether the modification is through an amendment to the existing terms or issuance of a replacement warrant. The effect of the modification of the warrant is measured as the difference in its fair value immediately before and after the modification. The effect is recognized in the same manner as if cash had been paid as consideration. Additionally, other modifications may need to be accounted for as a cost to the issuing entity based on the substance of the transaction. The Company is required to apply the amendments within this ASU prospectively to modifications or exchanges occurring on or after the effective date of the amendment. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. In November 2021, the FASB issued ASU 2021-10 — Government Assistance — Disclosures by Business Entities about Government Assistance — to require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The ASU is effective prospectively or retrospectively for annual periods beginning after December 15, 2021, with early adoption permitted. The Company adopted this ASU on January 1, 2022, with no significant impact on its condensed consolidated financial statements and related disclosures. |
Recently issued accounting pronouncements | (j) Recently Issued Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (the “FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. All other ASUs issued through the date of these financial statements were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s condensed consolidated financial position and results of operations. |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Current Assets [Abstract] | |
Schedule other current assets are comprised | March 31, December 31, Deposits 57 53 Salary deposit 64 65 Value added tax (“VAT”) receivable 26 507 Net other current assets 147 625 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of prepaid expenses | March 31, December 31, Prepaid insurance 1,227 14 Other prepayments 22 22 1,249 36 |
Investment (Tables)
Investment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Investment [Abstract] | |
Schedule of common shares in Lantern Pharma Inc | March 31, December 31, 2022 2021 Opening balance 350 845 Loss recognition (36 ) (495 ) Ending balance 314 350 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | March 31, December 31, Laboratory equipment 329 336 Less: accumulated depreciation (323 ) (328 ) 6 8 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, net of accumulated amortization | As of March 31, 2022 Cost Accumulated Accumulated Net IPR&D Assets $ 35,151 $ (21,457 ) — $ 13,694 Acquired patents 78 — (78 ) — Total intangible assets $ 35,229 $ (21,457 ) (78 ) $ 13,694 As of December 31, 2021 Cost Accumulated Accumulated Net IPR&D Assets $ 35,896 $ (7,761 ) — $ 28,135 Acquired patents 78 — (78 ) — Total intangible assets $ 35,974 $ (7,761 ) (78 ) $ 28,135 |
Schedule of individually material development projects in progress | March 31, December 31, 2022 2021 Stenoparib 13,694 25,407 Dovitinib — 2,728 Total 13,694 28,135 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | March 31, December 31, 2022 2021 Development cost liability 359 6,750 Payroll accruals 290 1,088 Accrued Board member fees 68 54 Accrued audit and legal 298 316 Accrued liability on Series A Preferred Stock 134 — Other 193 382 1,342 8,590 |
Convertible Promissory Note, _2
Convertible Promissory Note, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of promissory notes | March 31, December 31, Convertible promissory note 1,000 1,000 Less debt discount, opening (215 ) (263 ) Plus, accretion of debt discount, interest expense 13 48 Convertible promissory note, net of discount 798 785 Interest accretion, opening 194 143 Interest accretion, expense 13 51 Ending balance 1,005 979 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of roll forward of notes | March 31, Opening fair value 1,327 Convertible debt issued in the period 1,140 Change in fair value (loss) reported in statement operations 201 Foreign exchange 59 Conversion of notes to common stock (2,329 ) Ending fair value balance at March 31, 2021 398 |
Series A Preferred Stock and _2
Series A Preferred Stock and Common Stock Purchase Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Preferred Stock And Common Stock Purchase Warrants [Abstract] | |
Schedule of fair value of the series A preferred derivative liability | January 1, 2022 – December 31, Initial exercise price $ 9.90 $ 9.91 Stock price on valuation date $1.93 - $10.75 $ 10.37 Risk-free rate 1.03% - 2.40% 0.96 % Time to exercise (years) 2.72 – 2.96 2.97 Equity volatility 70%- 90% 70 % Probability of volume failure 93% - 99 % 92 % Rounded 10 day average daily volume (in 1,000’s) 332 - 873 908 March 31, December 31, Initial exercise price $ 9.91 $ 9.91 Stock price on valuation date $ 2.04 $ 10.50 Risk-free rate 2.40 % 0.91 % Expected life of the Warrant to convert (years) 2.73 3.0 Rounded annual volatility 110 % 73 % Timing of liquidity event Q4 2022 – Q1 2023 Q3 2022 – Q2 2023 Expected probability of event 90 % 90 % |
Schedule of the accounting for the series A convertible preferred stock and warrants | Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Finance Fair value Subscription proceeds received on December 20, 2021 $ 11,273 $ 7,409 $ 1,318 $ — $ — $ — $ — Costs allocated (877 ) — (679 ) — — — Costs expensed 877 — — — — 877 — December 21, 2021 conversion of 200 Series A Preferred Stock — (74 ) (7 ) 2 80 — — Fair value adjustment at December 31, 2021 — (154 ) — — — — (154 ) Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ 877 $ (154 ) Consolidated Balance Sheets Consolidated Warrant Series A Series A Common Additional Accrued Fair value Balances at December 31, 2021 $ 11,273 $ 7,181 $ 632 $ 2 $ 80 $ — $ — Conversion of 1,973 Series A Preferred Stock, net — (452 ) (62 ) 75 306 134 — 8% deemed dividend on Preferred Stock — — 1,572 — (1,572 ) — — Fair value adjustment at March 31, 2022 (9,008 ) (3,558 ) — — — — 12,566 $ 2,265 $ 3,171 $ 2,142 $ 77 $ (1,186 ) $ 134 $ 12,566 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative liabilities are measured at fair value | 3i Fund Series A Settlement TO2 March 31, March 31, March 31, Balance beginning 7,181 102 47 Issued during the period — — — Change in fair value (3,558 ) (7 ) (38 ) Translation effect — — — Amount transferred to Equity (452 ) — — Balance – end of period 3,171 95 9 Fair value per warrant / Series A Preferred share issuable at period end 177.88 0.02 0.0 |
Stock-Based Payments (Tables)
Stock-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-based payments [Abstract] | |
Schedule of stock option activity under the company’s stock option plans | Options Outstanding Number of Weighted Weighted Outstanding December 31, 2021 1,174,992 $ 6.8 4.9 Granted — — — Exercised — — — Cancelled or expired — — — Outstanding as of March 31, 2022 1,174,992 $ 6.8 4.7 Options exercisable at March 31, 2022 635,475 $ 7.6 4.5 |
Loss Per Share of Common Shar_2
Loss Per Share of Common Shares (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of diluted loss per share due to being anti-dilutive | March 31, March 31, 2022 2021 Warrants and stock options 3,193,950 1,301,878 Series A Convertible Preferred stock 9,717,929 — Convertible debt — 114,076 12,911,879 1,415,954 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value on a recurring basis and indicate the level of the fair value | Fair Value Measurements as of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investment $ 314 $ — $ — $ 314 Liabilities: Warrant liability $ — $ — $ (2,265 ) $ (2,265 ) Series A Convertible Preferred Stock Redemption Feature — — (3,171 ) (3,171 ) $ — $ — $ (5,436 ) $ (5,436 ) Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment $ 350 $ — $ — $ 350 Liabilities: Warrant liability $ — $ — $ (11,273 ) $ (11,273 ) Series A Convertible Preferred Stock Redemption Feature — — (7,181 ) (7,181 ) $ — $ — $ (18,454 ) $ (18,454 ) |
Organization, Principal Activ_2
Organization, Principal Activities, and Basis of Presentation (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Mar. 31, 2022 | |
Accounting Policies [Abstract] | ||
Financial term | 1 year | |
Accumulated deficit | $ 69.6 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Accounting Policies [Abstract] | ||
Accumulated foreign currency translation losses | $ (214) | $ (459) |
Instrument specific credit risk losses | $ 0 | $ (6) |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule other current assets are comprised - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule other current assets are comprised [Abstract] | ||
Deposits | $ 57 | $ 53 |
Salary deposit | 64 | 65 |
Value added tax (“VAT”) receivable | 26 | 507 |
Net other current assets | $ 147 | $ 625 |
Prepaid Expenses (Details) - Sc
Prepaid Expenses (Details) - Schedule of prepaid expenses - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of prepaid expenses [Abstract] | ||
Prepaid insurance | $ 1,227 | $ 14 |
Other prepayments | 22 | 22 |
Total | $ 1,249 | $ 36 |
Investment (Details)
Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Investment (Details) [Line Items] | ||
Fair market value | $ 314 | |
Recognized loss | $ 36 | $ 113 |
Lantern Pharma Inc [Member] | ||
Investment (Details) [Line Items] | ||
Common shares (in Shares) | 43,898 |
Investment (Details) - Schedule
Investment (Details) - Schedule of common shares in Lantern Pharma Inc - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of common shares in Lantern Pharma Inc [Abstract] | ||
Opening balance | $ 350 | $ 845 |
Loss recognition | (36) | (495) |
Ending balance | $ 314 | $ 350 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 23 | $ 56 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of property, plant and equipment [Abstract] | ||
Laboratory equipment | $ 329 | $ 336 |
Less: accumulated depreciation | (323) | (328) |
Total | $ 6 | $ 8 |
Intangible Assets (Details)
Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets utilizing discounted | 16.00% |
Impairment charge | $ 14,007 |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of intangible assets, net of accumulated amortization - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Acquired patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 78 | $ 78 |
Accumulated impairment | ||
Accumulated amortization | (78) | (78) |
Net | ||
Total intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 35,229 | 35,974 |
Accumulated impairment | (21,457) | (7,761) |
Accumulated amortization | (78) | (78) |
Net | 13,694 | 28,135 |
IPR&D Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 35,151 | 35,896 |
Accumulated impairment | (21,457) | (7,761) |
Accumulated amortization | ||
Net | $ 13,694 | $ 28,135 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of individually material development projects in progress - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible Assets (Details) - Schedule of individually material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | $ 13,694 | $ 28,135 |
Stenoparib [Member] | ||
Intangible Assets (Details) - Schedule of individually material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | 13,694 | 25,407 |
Dovitinib [Member] | ||
Intangible Assets (Details) - Schedule of individually material development projects in progress [Line Items] | ||
Indefinite-lived intangible assets | $ 2,728 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Development cost liability | $ 359 | $ 6,750 |
Payroll accruals | 290 | 1,088 |
Accrued Board member fees | 68 | 54 |
Accrued audit and legal | 298 | 316 |
Accrued liability on Series A Preferred Stock | 134 | |
Other | 193 | 382 |
Total | $ 1,342 | $ 8,590 |
Loan (Details)
Loan (Details) - Loan [Member] kr in Thousands, $ in Thousands | 1 Months Ended | ||||
Jun. 23, 2021USD ($) | Mar. 22, 2021USD ($) | Mar. 22, 2021SEK (kr) | Mar. 31, 2021USD ($) | Mar. 22, 2021SEK (kr) | |
Loan (Details) [Line Items] | |||||
Loan received | $ 2,900 | $ 1,150 | kr 25,000 | ||
Debt percentage | 3.00% | 3.00% | |||
Loan origination fee | $ 87 | kr 750 | |||
Bearing interest per month percentage | 3.00% | 3.00% | |||
Payment of loan balance | $ 2,934 | ||||
Payment of loan interest | $ 204 |
Convertible Promissory Note, _3
Convertible Promissory Note, Net (Details) - USD ($) $ in Thousands | Apr. 12, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Convertible Promissory Note, Net (Details) [Line Items] | ||||||
Principal amount | $ 1,000 | |||||
Non-creditable upfront payment | $ 1,000 | |||||
Principal balance | $ 1,000 | |||||
Equity securities percentage | 5.00% | |||||
Interest rate | 12.875% | |||||
Equivalent market interest | $ 787 | |||||
Interest expense | $ 99 | $ 93 | ||||
Net liability | $ 979 | $ 880 | ||||
Convertible Promissory Note [Member] | ||||||
Convertible Promissory Note, Net (Details) [Line Items] | ||||||
Equity securities percentage | 3.00% | |||||
Interest expense | $ 26 | $ 24 |
Convertible Promissory Note, _4
Convertible Promissory Note, Net (Details) - Schedule of promissory notes - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of promissory notes [Abstract] | ||
Convertible promissory note | $ 1,000 | $ 1,000 |
Less debt discount, opening | (215) | (263) |
Plus, accretion of debt discount, interest expense | 13 | 48 |
Convertible promissory note, net of discount | 798 | 785 |
Interest accretion, opening | 194 | 143 |
Interest accretion, expense | 13 | 51 |
Ending balance | $ 1,005 | $ 979 |
Convertible Debt (Details)
Convertible Debt (Details) kr in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2020USD ($) | Mar. 31, 2022 | Mar. 31, 2021USD ($) | Mar. 31, 2020SEK (kr) | |
Debt Disclosure [Abstract] | ||||
Stock issued | $ 10,100 | kr 100,000 | ||
Debt instrument convertible | $ 1,010 | kr 10,000 | ||
Tranche cash received percentage | 95.00% | |||
Conversion price percentage | 5.00% | |||
Weighted average price percentage | 95.00% | |||
Weighted average cost of capital percentage | 15.00% | |||
Credit risk percentage | 1.00% | |||
Fair value recognized gain (in Dollars) | $ 6 |
Convertible Debt (Details) - Sc
Convertible Debt (Details) - Schedule of roll forward of notes $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Schedule of roll forward of notes [Abstract] | |
Opening fair value | $ 1,327 |
Ending fair value balance | 398 |
Convertible debt issued in the period | 1,140 |
Change in fair value (loss) reported in statement operations | 201 |
Foreign exchange | 59 |
Conversion of notes to common stock | $ (2,329) |
Series A Preferred Stock and _3
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - USD ($) | Dec. 14, 2021 | Sep. 13, 2021 | May 20, 2021 | Dec. 20, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 08, 2021 |
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | |||||||
Sale of purchase shares (in Shares) | 20,000 | ||||||
Preferred shares value | $ 1,000,000 | ||||||
Aggregate purchase price | $ 20,000,000 | ||||||
Preferred stock description | On December 20, 2021, we issued 20,000 shares of Preferred Stock at $1,000 per share and a common stock purchase warrant to purchase 2,018,958 shares of common stock at an initial exercise price of $9.9061 to 3i, LP for an aggregate purchase price of $20 million. | ||||||
Dividend value | $ 2,500,000 | ||||||
Dividend equal percentage | 8.00% | ||||||
Series A preferred stock value | $ 80,000 | ||||||
Stated value | $ 1,080,000 | ||||||
Percentage of annum dividend | 18.00% | ||||||
Conversion percentage | 125.00% | ||||||
Issuance of warrants purchased shares (in Shares) | 2,018,958 | ||||||
Warrants exercise price (in Dollars per share) | $ 9.9061 | ||||||
Fund warrant terms, description | (i)The warrants have and term of three years and expire on December 20, 2024; (ii)The exercise of the warrants are subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice | ||||||
Converted shares (in Shares) | 746,276 | ||||||
Agreed floor price | $ 452,000 | ||||||
Accrued liabilities | 134,000 | ||||||
Additional paid in capital | $ 134,000 | ||||||
In addition, because description | Additionally, because the Company’s average daily dollar volume of stock trading was less than $2.5 million during a ten-day period in January 2022, the Company has recorded a one-time deemed dividend of 8% in the amount of $1,572 on preferred stock converted between February 1, 2022 and March 31, 2022 and the balance of preferred stock outstanding as at March 31, 2022 as an increase to the value of the convertible preferred stock and a reduction of additional paid in capital. | ||||||
Fair value of warrants | $ 2,265,000 | $ 11,273 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | |||||||
Preferred stock shares (in Shares) | 20,000 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||||
Privileges and restrictions of shares (in Shares) | 20,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) [Line Items] | |||||||
Preferred stock shares (in Shares) | 1,973 | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Series A preferred stock description | The Series A Preferred Stock has a liquidation preference equal to an amount per Series A Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants, which was sold concurrent with the Series A Preferred Stock) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the Conversion Amount of such Series A Preferred Stock on the date of such payment and (B) the amount per share such holder would receive if such holder converted such Series A Preferred Stock into common stock immediately prior to the date of such payment, and will be entitled to convert into shares of common stock at an initial fixed conversion price of $9.9061 per share, subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice. Under the terms of the COD, the initial fixed conversion price of the Series A Preferred Stock is $9.9061, subject to adjustment. In the event that (i) the average of the VWAP of the Company’s shares for each of the five (5) trading days immediately preceding the date of delivery is less than the fixed conversion price of $9.9061 (a “Price Failure”), or (ii) the sum of (x) the aggregate daily dollar trading volume (as reported on Bloomberg) of our common stock on Nasdaq during the ten (10) trading day period ending on the trading day immediately preceding such date of determination, divided by (y) ten (10), is less than $1,500,000 (a (“Volume Maximum Failure”), each share of Series A Preferred Stock is entitled to convert at a price equal to 90% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding the date of delivery divided by two (2) (the “90% Conversion Price”), but not less than the Floor Price (as defined in the COD), or, at the time of such Price Failure or Volume Maximum Failure, the sum of the average daily U.S. Dollar volume for our common stock during the ten (10) days previous to conversion divided by ten (10) is less than $2 million then each share of Series A Preferred Stock is entitled to convert at the lower of the fixed conversion price or a price equal to 80% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding delivery divided by two (2) (the “80% Conversion Price”), but not less than the Floor Price (such 80% Conversion Price or 90% Conversion Price, as the case may be, the “Alternate Conversion Price”). In addition, the COD provides for an adjustment to the conversion price and exercise of the Warrant in the event of a “new issuance” of our common stock, or common stock equivalents, at a price less than the applicable conversion price of the Series A Preferred Stock or exercise price of the Warrant. The adjustment is a “full ratchet” adjustment in the conversion price of the Series A Preferred Stock equal to the lower of the new issuance price or the then existing conversion price of the Series A Preferred Stock with few exceptions. Furthermore, if we fail to maintain an adequate number of authorized and unissued shares of our common stock in reserve and we are unable to deliver shares or our common stock upon conversion of the Preferred Stock, we may be required to redeem the shares we were unable to deliver at a price equal to the highest closing price of our common stock during the time between the failure to deliver shares of our common stock and the redemption date.If certain defined “triggering events” defined in the COD occur, such as a breach of the Registration Rights Agreement (specifically the Company’s Form S-1 as filed on SEC Edgar on September 13, 2021 and subsequently amended), suspension of trading, or our failure to convert the Series A Preferred Stock into common stock when a conversion right is exercised, failure to issue our common stock when the Warrant is exercised, failure to declare and pay to any holder any dividend on any dividend date, or upon a “bankruptcy triggering event” (as defined in the COD), then we may be required to redeem the Series A Preferred Stock for cash in the amount of up to a minimum of 125% of their Conversion Amount (as defined in the COD). In addition, if thirty (30) days after our common stock commences trading on the Nasdaq Stock Market the sum of the average daily dollar volume for the ten (10) days previous to conversion divided by ten (10) is less than $2.5 million, then the Series A Preferred Stock will be entitled to a one-time dividend equal to an 8% increase in the stated value of the Series A Preferred Stock, or an $80 dollar increase per share in stated value, resulting in a stated value of $1,080 (one thousand and eighty dollars) per Series A Preferred Stock. Additionally, if any of the triggering events are not addressed on a timely basis, we could be liable to pay and 18% per annum dividend. On April 29, 2022, the Company experienced a triggering event as defined in the COD. In the event that the Company experiences a “Change of Control” (as defined in the COD), the Company may also be required to redeem the Preferred Shares for cash at a minimum of 125% of their Conversion Amount. Holders of Series A Preferred Stock will have no voting rights, except as required by law and as expressly provided in the COD. (b) 3i Warrant Terms Concurrently with the issuance of our Preferred Stock, the Company issued warrants to purchase 2,018,958 shares of the Company’s common stock at an exercise price of $9.9061 per share, subject to adjustments (“3i Warrants”). The material terms of the 3i Warrants are as follows: (i) The warrants have and term of three years and expire on December 20, 2024; (ii) The exercise of the warrants are subject to a beneficial ownership limitation of 4.99% which can be adjusted to a beneficial ownership limitation of 9.99% upon sixty-one (61) days’ prior written notice; (iii) The exercise price and the number of 3i Warrant shares issuable upon the exercise of the 3i Warrants are subject to adjustment, as follows: o In the event of a stock dividend, stock split or stock combination recapitalization or other similar transaction involving the Company’s common stock the exercise price will be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event; o If the Company sells or issues any shares of common stock, options, or convertible securities at an exercise price less than a price equal to the Warrant exercise price in effect immediately prior to such sale (a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the new issuance price; o Simultaneously with any adjustment to the exercise price, the number of 3i Warrant shares that may be purchased upon exercise of the 3i Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate exercise price payable hereunder for the adjusted number of 3i Warrant shares shall be the same as the aggregate exercise price in effect immediately prior to such adjustment (without regard to any limitations on exercise) and; o Voluntary adjustment for the Company to any amount and for any period deemed appropriate by the board of directors of the Company. (iv) In the event of either the Company consolidating or merging with or into another entity (the “Fundamental Transaction”), the sale or assignment of substantially all of the Company’s subsidiaries, or a Triggering Event (as defined in the COD), the holder is entitled to require the Company to pay the holder an amount in cash equal to the Black-Scholes value of the 3i Warrants on or prior to the later of the second trading after the date of request for payment and the date of consummation of the Fundamental Transaction; or at any time after the occurrence of the Triggering Event. (c) Accounting i. Series A Convertible Preferred Stock The Company evaluated the Series A Convertible Preferred Stock under ASC 480-10 to determine whether it represents an obligation that would require the Company to classify the instrument as a liability and determined that the Series A Convertible Preferred Stock is not a liability pursuant to ASC 480-10. Management then evaluated the instrument pursuant to ASC 815 and determined that because the holders of the Series A Convertible Preferred Stock may be entitled to receive cash, the Series A Convertible Preferred stock should be recorded as mezzanine equity given the cash redemption right that is within the holder’s control. Generally, preferred stock that are currently redeemable should be adjusted to their redemption amount at each balance sheet date. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption value when redemption becomes probable to occur. ii. 3i Warrants The 3i Warrants were identified as a freestanding financial instrument and are within the scope of ASC 480-10. Liability-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are recognized through earnings for as long as the contracts continue to be classified as a liability. The measurement of fair value is determined utilizing an appropriate valuation model considering all relevant assumptions current at the date of issuance and at each reporting period (i.e. | ||||||
Fixed conversion price of share (in Dollars per share) | $ 9.9061 | ||||||
Conversion price preferred stock description | In the event that (i) the average of the VWAP of the Company’s shares for each of the five (5) trading days immediately preceding the date of delivery is less than the fixed conversion price of $9.9061 (a “Price Failure”), or (ii) the sum of (x) the aggregate daily dollar trading volume (as reported on Bloomberg) of our common stock on Nasdaq during the ten (10) trading day period ending on the trading day immediately preceding such date of determination, divided by (y) ten (10), is less than $1,500,000 (a (“Volume Maximum Failure”), each share of Series A Preferred Stock is entitled to convert at a price equal to 90% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding the date of delivery divided by two (2) (the “90% Conversion Price”), but not less than the Floor Price (as defined in the COD), or, at the time of such Price Failure or Volume Maximum Failure, the sum of the average daily U.S. Dollar volume for our common stock during the ten (10) days previous to conversion divided by ten (10) is less than $2 million then each share of Series A Preferred Stock is entitled to convert at the lower of the fixed conversion price or a price equal to 80% of the sum of the two (2) lowest VWAPs during the ten (10) trading day period immediately preceding delivery divided by two (2) (the “80% Conversion Price”), but not less than the Floor Price (such 80% Conversion Price or 90% Conversion Price, as the case may be, the “Alternate Conversion Price”). In addition, the COD provides for an adjustment to the conversion price and exercise of the Warrant in the event of a “new issuance” of our common stock, or common stock equivalents, at a price less than the applicable conversion price of the Series A Preferred Stock or exercise price of the Warrant. The adjustment is a “full ratchet” adjustment in the conversion price of the Series A Preferred Stock equal to the lower of the new issuance price or the then existing conversion price of the Series A Preferred Stock with few exceptions. Furthermore, if we fail to maintain an adequate number of authorized and unissued shares of our common stock in reserve and we are unable to deliver shares or our common stock upon conversion of the Preferred Stock, we may be required to redeem the shares we were unable to deliver at a price equal to the highest closing price of our common stock during the time between the failure to deliver shares of our common stock and the redemption date. | ||||||
Outstanding shares (in Shares) | 17,827 |
Series A Preferred Stock and _4
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Series A Preferred Derivative Liability [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Initial exercise price (in Dollars per share) | $ 9.9 | $ 9.91 |
Stock price on valuation date (in Dollars per share) | $ 2.04 | $ 10.37 |
Risk-free rate | 2.40% | 0.96% |
Expected life of the Warrant to convert (years) | 2 years 8 months 23 days | 2 years 11 months 19 days |
Equity volatility | 110.00% | 70.00% |
Timing of liquidity event | Q4 2022 – Q1 2023 | |
Expected probability of event | 90.00% | |
Probability of volume failure | 92.00% | |
Rounded 10 day average daily volume (in 1,000’s) (in Shares) | 908 | |
Initial exercise price (in Dollars per share) | $ 9.91 | |
Series A Preferred Derivative Liability [Member] | Minimum [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Stock price on valuation date (in Dollars per share) | $ 1.93 | |
Risk-free rate | 1.03% | |
Expected life of the Warrant to convert (years) | 2 years 8 months 19 days | |
Equity volatility | 70.00% | |
Probability of volume failure | 93.00% | |
Rounded 10 day average daily volume (in 1,000’s) (in Shares) | 332 | |
Series A Preferred Derivative Liability [Member] | Maximum [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Stock price on valuation date (in Dollars per share) | $ 10.75 | |
Risk-free rate | 2.40% | |
Expected life of the Warrant to convert (years) | 2 years 11 months 15 days | |
Equity volatility | 90.00% | |
Probability of volume failure | 99.00% | |
Rounded 10 day average daily volume (in 1,000’s) (in Shares) | 873 | |
Monte Carlo Simulation Model [Member] | ||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of fair value of the series A preferred derivative liability [Line Items] | ||
Stock price on valuation date (in Dollars per share) | $ 10.5 | |
Risk-free rate | 0.91% | |
Expected life of the Warrant to convert (years) | 3 years | |
Equity volatility | 73.00% | |
Timing of liquidity event | Q3 2022 – Q2 2023 | |
Expected probability of event | 90.00% | |
Initial exercise price (in Dollars per share) | $ 9.91 |
Series A Preferred Stock and _5
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 20, 2021 |
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Balance | $ 2,265 | $ 11,273 | ||
Warrant liability [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | $ 11,273 | |||
Costs allocated | (877) | |||
Costs expensed | 877 | |||
Conversion of Series A Preferred Stock | ||||
Fair value adjustment | (9,008) | |||
Balance | 2,265 | |||
Balances at December 31, 2021 | 11,273 | 11,273 | ||
Series A Preferred Derivative Liability [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | 7,409 | |||
Costs allocated | ||||
Costs expensed | ||||
Conversion of Series A Preferred Stock | (74) | (452) | ||
Fair value adjustment | (154) | (3,558) | (154) | |
Balance | 3,171 | |||
Balances at December 31, 2021 | 7,181 | 7,181 | ||
Series A Convertible Preferred Stock Mezzanine Equity [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | 1,318 | |||
Costs allocated | (679) | |||
Costs expensed | ||||
Conversion of Series A Preferred Stock | (7) | (62) | ||
8% deemed dividend on 17,827 outstanding shares of Preferred Stock | $ 1,572 | |||
Fair value adjustment | ||||
Balance | 2,142 | |||
Balances at December 31, 2021 | 632 | 632 | ||
Common Stock [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | ||||
Costs expensed | ||||
Conversion of Series A Preferred Stock | 2 | 75 | ||
Fair value adjustment | ||||
Balance | 77 | |||
Balances at December 31, 2021 | 2 | 2 | ||
Additional Paid-in Capital [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | ||||
Costs expensed | ||||
Conversion of Series A Preferred Stock | 80 | 306 | ||
8% deemed dividend on 17,827 outstanding shares of Preferred Stock | $ (1,572) | |||
Fair value adjustment | ||||
Balance | (1,186) | |||
Balances at December 31, 2021 | 80 | 80 | ||
Finance Costs [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Subscription proceeds received on December 20, 2021 | ||||
Costs allocated | ||||
Costs expensed | 877 | |||
Conversion of Series A Preferred Stock | ||||
Fair value adjustment | ||||
Balances at December 31, 2021 | 877 | |||
Consolidated Statement of Operations & Comprehensive Loss [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Costs allocated | ||||
Costs expensed | ||||
Conversion of Series A Preferred Stock | ||||
Fair value adjustment | (154) | $ (154) | ||
Balances at December 31, 2021 | $ (154) | |||
Fair Value Adjustment To Derivative and Warrant Liabilities [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Fair value adjustment | 12,566 | |||
Balance | 12,566 | |||
Accrued Liabilities [Member] | ||||
Series A Preferred Stock and Common Stock Purchase Warrants (Details) - Schedule of the accounting for the series A convertible preferred stock and warrants [Line Items] | ||||
Conversion of Series A Preferred Stock | 134 | |||
Balance | $ 134 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 1 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Investor warrants shares | shares | 1,086,759 |
Warrants exercise price | $ / shares | $ 36 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
3i Fund Series A Redemption Feature [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning | $ 7,181 | |
Issued during the period | ||
Change in fair value | (3,558) | |
Translation effect | ||
Amount transferred to Equity | (452) | |
Balance – end of period | $ 3,171 | |
Fair value per warrant / Series A Preferred share issuable at period end (in Dollars per share) | $ 177.88 | |
Settlement Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning | $ 102 | |
Issued during the period | ||
Change in fair value | (7) | |
Amount transferred to Equity | ||
Balance – end of period | $ 95 | |
Fair value per warrant / Series A Preferred share issuable at period end (in Dollars per share) | $ 0.02 | |
T02 Warrants Warrants [Member] | ||
Derivative Liabilities (Details) - Schedule of derivative liabilities are measured at fair value [Line Items] | ||
Balance beginning | $ 47 | |
Issued during the period | ||
Change in fair value | (38) | |
Translation effect | ||
Amount transferred to Equity | ||
Balance – end of period | $ 9 | |
Fair value per warrant / Series A Preferred share issuable at period end (in Dollars per share) | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stockholders' Equity (Details) [Line Items] | ||
Common shares | 528,810 | |
Conversion of debt value | $ 2,384 | |
Series A Preferred Shares [Member] | ||
Stockholders' Equity (Details) [Line Items] | ||
Common shares | 746,276 | |
Conversion of debt value | $ 381 | |
Net gain on extinguishment | $ 134 | |
Common shares conversion of debt | 1,973 |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Stock-based payments [Abstract] | |||
Total stock-based payment expenses | $ 1,065 | $ 195 | |
General and administrative expenses | 703 | $ 129 | |
Research and development expenses | 66 | $ 362 | |
Total compensation cost | $ 3,380 | ||
Realized over period | 2 years 3 months 18 days |
Stock-Based Payments (Details)
Stock-Based Payments (Details) - Schedule of stock option activity under the company’s stock option plans | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Schedule of stock option activity under the company’s stock option plans [Abstract] | |
Number of Shares Opening balance outstanding | shares | 1,174,992 |
Weighted Average Exercise Price Share Opening balance outstanding | $ / shares | $ 6.8 |
Weighted Average Life (in years) Opening balance outstanding | 4 years 10 months 24 days |
Number of Shares Granted | shares | |
Weighted Average Exercise Price Share Granted | $ / shares | |
Weighted Average Life (in years) Granted | |
Number of Shares Exercised | shares | |
Weighted Average Exercise Price Share Exercised | $ / shares | |
Weighted Average Life (in years) Exercised | |
Number of Shares Cancelled or expired | shares | |
Weighted Average Exercise Price Share Cancelled or expired | $ / shares | |
Weighted Average Life (in years) Cancelled or expired | |
Number of Shares Ending balance outstanding | shares | 1,174,992 |
Weighted Average Exercise Price Share Ending balance outstanding | $ / shares | $ 6.8 |
Weighted Average Life (in years) Ending balance outstanding | 4 years 8 months 12 days |
Number of Shares Ending balance, exercisable | shares | 635,475 |
Weighted Average Exercise Price Share Ending balance, exercisable | $ / shares | $ 7.6 |
Weighted Average Life (in years) Ending balance, exercisable | 4 years 6 months |
Loss Per Share of Common Shar_3
Loss Per Share of Common Shares (Details) - Schedule of diluted loss per share due to being anti-dilutive - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule of diluted loss per share due to being anti-dilutive [Abstract] | ||
Warrants and stock options | 3,193,950 | 1,301,878 |
Series A Convertible Preferred stock | 9,717,929 | |
Convertible debt | 114,076 | |
Total | 12,911,879 | 1,415,954 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Financial Instruments (Details) [Line Items] | ||
Fair value warrant liability | $ 2,265 | $ 11,273 |
Series A Preferred Shares [Member] | ||
Financial Instruments (Details) [Line Items] | ||
Fair value warrant liability | $ 3,171 | $ 7,181 |
Financial Instruments (Detail_2
Financial Instruments (Details) - Schedule of financial instruments measured at fair value on a recurring basis and indicate the level of the fair value - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Investment | $ 314 | $ 350 |
Liabilities: | ||
Warrant liability | (2,265) | (11,273) |
Series A Convertible Preferred Stock Redemption Feature | (3,171) | (7,181) |
Total | (5,436) | (18,454) |
Level 1 [Member] | ||
Assets: | ||
Investment | 314 | 350 |
Liabilities: | ||
Warrant liability | ||
Series A Convertible Preferred Stock Redemption Feature | ||
Total | ||
Level 2 [Member] | ||
Assets: | ||
Investment | ||
Liabilities: | ||
Warrant liability | ||
Series A Convertible Preferred Stock Redemption Feature | ||
Total | ||
Level 3 [Member] | ||
Assets: | ||
Investment | ||
Liabilities: | ||
Warrant liability | (2,265) | (11,273) |
Series A Convertible Preferred Stock Redemption Feature | (3,171) | (7,181) |
Total | $ (5,436) | $ (18,454) |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Income Tax Disclosure [Abstract] | |
Impairment charge | $ 14,000 |
Tax benefit | $ 1,227 |
Commitments and Contingencies (
Commitments and Contingencies (Details) kr in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2022USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2022DKK (kr) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Development cost | $ 1,264 | |||
Liability was forgiven in exchange for a payment | $ 1,309 | |||
Gain on sale | $ 971 | |||
Due to LiPlasome accrued liabilities | $ 338 | kr 2,273 | ||
Royalty payments description | i.a one-time upfront payment of $250 thousand and $100 thousand for stenoparib and dovitinib respectively, within 5 business days after January 2, 2022 ($350 thousand received as of January 11, 2022 and recorded as a gain on sale of IP); and ii. two milestone payments of $1,000 (one million) each due and payable upon receipt of regulatory approval of a product in the United States, and of a product in Europe, respectively. Pursuant to the Oncoheroes Agreement Allarity is also entitled to tiered royalties on aggregate net product sales (“Sales”) of between 7% and 12% on net sales of products as follows: 7% on Sales less than $100 million; 10% on Sales of greater than $100 million and less than $200 million; and 12% on Sales greater than $200 million. | |||
Closing transaction | $ 1,000 | |||
Gain on sale of IP | $ 459 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Apr. 29, 2022 | Mar. 31, 2022 | May 25, 2022 | Dec. 31, 2021 | |
Subsequent Events (Details) [Line Items] | ||||
Dividend | 18.00% | |||
Preferred shares percentage | 125.00% | |||
Expiration of the allowable price percentage | 2.00% | |||
Securities purchase agreements, description | Purchase Price” as defined in the Securities Purchase Agreement which is approximately 2% of $20 million, or $400 thousand and will continue to accrue at 2% every 30 days thereafter. Additionally, a late charge of 2% per month will accrue on any payments that are not paid when due. | |||
Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Forbearance agreement paid upon execution | $ 538,823 | |||
Common stock. shares | 441,005 | |||
Floor price | $ 1.9812 | |||
Floor amount | 1,377 | |||
Registration delay payment | $ 400 | |||
Series A Preferred Stock Triggering Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Dividend | 18.00% | |||
Series A Preferred Shares [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Preferred shares | 17,827 | 19,800 | ||
Series A Preferred Shares [Member] | Subsequent Event [Member] | ||||
Subsequent Events (Details) [Line Items] | ||||
Preferred shares | 809 |